UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. )*
BOFI Holdings, INC.
(Name of Issuer)
Common Stock Par Value $0.01
(Title of Class of Securities)
05566U108
(CUSIP Number)
December 31, 2012
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
(X)
Rule 13d-1(b)
0
Rule 13d-1(c)
0
Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a
prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities
of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
CUSIP No. 05566U108
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
SHAKER INVESTMENTS LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)0
(b)1
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH:
5
SOLE VOTING POWER
277764
6
SHARED VOTING POWER
7
SOLE DISPOSITIVE POWER
449849
8
SHARED DISPOSITIVE POWER
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
449849
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)
0
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.51%
12
TYPE OF REPORTING PERSON (see instructions)
IA
Item 1(a).
Name of Issuer:
BOFI Holdings, Inc.
Item 1(b).
Address of Issuer's Principal Executive Offices:
12777High Bluff Drive
Suite 1000
San Diego, CA 92130
Item 2(a).
Name of Person Filing:
SHAKER INVESTMENTS LLC
Item 2(b).
Address of Principal Business Office or, if none, Residence:
3690 ORANGE PLACE
SUITE 400
BEACHWOOD, OH 44122
Item 2(c).
Citizenship:
USA
Item 2(d).
Title of Class of Securities:
COMMON STOCK
Item 2(e).
CUSIP Number: 05566U108
Item 3.
If this Statement is filed pursuant to 240.13d-1(b) or 240.13d-2(b) or (c),
check whether the person filing is a:
(a)
0
Broker or dealer registered under Section 15 of the Act;
(b)
0
Bank as defined in Section 3(a)(6) of the Act;
(c)
0
Insurance company as defined in Section 3(a)(19) of the Act;
(d)
0
Investment company registered under Section 8 of the Investment Company Act
of 1940;
(e)
1
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f)
0
An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g)
0
A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h)
0
A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i)
0
A church plan that is excluded from the definition of an investment company
under section 3(c)(14) of the
Investment Company Act of 1940;
(j)
0
A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
(k)
0
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S.
institution in accordance with
Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
Item 4.
Ownership.
Provide the following information regarding the aggregate number and percentage
of the class of securities of the issuer
identified in Item 1.
(a)
Amount Beneficially Owned:
449849
(b)
Percent of Class:
3.51%
(c)
Number of shares as to which such person has:
(i)
sole power to vote or to direct the vote:
277764
(ii)
shared power to vote or to direct the vote:
(iii)
sole power to dispose or to direct the disposition of:
449849
(iv)
shared power to dispose or to direct the disposition of:
Item 5.
Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following (X).
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security
Being Reported on by the Parent Holding Company.
Not applicable.
Item 8.
Identification and Classification of Members of the Group.
Not applicable.
Item 9.
Notice of Dissolution of Group.
Not applicable.
Item 10.
Certification.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired and are held in the ordinary
course of business and were not acquired and are not held for the purpose of
and do not have the effect of changing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having such purpose or effect for the
time being.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true,
complete and correct.
September 4, 2013
Date
/s/ RAYMOND RUND
Signature
RAYMOND RUND / Chief
Compliance Officer
Name/Title
Instructions
(1) Names of Reporting Persons---Furnish the full legal name of each person for
whom the report is filed--i.e., each person
required to sign the schedule itself--including each member of a group. Do not
include the name of a person required to be identified in the report but who
is not a reporting person.
(2) If any of the shares beneficially owned by a reporting person are held as
a member of a group and that membership is expressly affirmed, please check
row 2(a). If the reporting person disclaims membership in a group or describes
a relationship with other person but does not affirm the existence of a
group, please check row 2(b) [unless it is a joint filing pursuant to Rule
13d-1(k)(1) in which case it may not be necessary to check row 2(b)].
(3) The third row is for SEC internal use; please leave blank.
(4) Citizenship or Place of Organization---Furnish citizenship if the named
reporting person is a natural person. Otherwise,
furnish place of organization.
(5)-(9), (11) Aggregated Amount Beneficially Owned By Each Reporting Person,
etc.---Rows (5) through (9) inclusive, and (11)
are to be completed in accordance with the provisions of Item 4 of
Schedule 13G. All percentages are to be rounded off to the
nearest tenth (one place after decimal point).
(10) Check if the aggregate amount reported as beneficially owned in
row 9 does not include shares as to which beneficial
ownership is disclaimed pursuant to Rule 13d-4 under the Securities
Exchange Act of 1934.
(12) Type of Reporting Person---Please classify each "reporting person"
according to the following breakdown (see Item 3 of
Schedule 13G) and place the appropriate symbol on the form:
Category
Symbol
Broker Dealer
BD
Bank
BK
Insurance Company
IC
Investment Company
IV
Investment Adviser
IA
Employee Benefit Plan or Endowment Fund
EP
Parent Holding Company/Control Person
HC
Savings Association
SA
Church Plan
CP
Corporation
CO
Partnership
PN
Individual
IN
Non-U.S. Institution
FI
Other
OO
Notes:
Attach as many copies of the second part of the cover page as are needed,
one reporting person per page.
Filing persons may, in order to avoid unnecessary duplication, answer item
s on the schedules (Schedule 13D, 13G, or TO) by
appropriate cross references to an item or items on the cover page(s). This
approach may only be used where the cover page item
or items provide all the disclosure required by the schedule item. Moreover,
such a use of a cover page item will result in the item
becoming a part of the schedule and accordingly being considered as "filed"
for purposes of Section 18 of the Securities Exchange
Act or otherwise subject to the liabilities of that section of the Act.
Reporting persons may comply with their cover page filing requirements by
filing either completed copies of the blank forms
available from the Commission, printed or typed facsimiles, or computer
printed facsimiles, provided the documents filed have
identical formats to the forms prescribed in the Commission's regulations
and meet existing Securities Exchange Act rules as to
such matters as clarity and size (Securities Exchange Act Rule 12b-12).
Page of 6 pages
Instruction Page