UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.1)*
CSG SYSTEMS INTERNATIONAL, INC.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
126349109
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(CUSIP Number)
September 30, 2012
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(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)
[ ] Rule 13d-1(c)
[ ] 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).
PAGE 1 OF 4 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
River Road Asset Management, LLC 43-2076925
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
N/A
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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5 SOLE VOTING POWER
1,420,744
NUMBER OF -----------------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH -----------------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 1,548,734
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8 SHARED DISPOSITIVE POWER
0
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,548,734
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.6%
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12 TYPE OF REPORTING PERSON*
IA
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PAGE 2 OF 4 PAGES
Item 1(a) Name of Issuer:
CSG SYSTEMS INTERNATIONAL, INC.
Item 1(b) Address of Issuer's Principal Executive Offices:
9555 Maroon Circle
Englewood, Colorado 80112
Item 2(a) Name of Person Filing:
River Road Asset Management, LLC
Item 2(b) Address of the Principal Office or, if none, Residence:
462 S. 4th St., Ste 1600
Louisville, KY 40202
Item 2(c) Citizenship:
US -- State of Delaware
Item 2(d) Title of Class of Securities:
Common Stock
Item 2(e) CUSIP Number:
126349109
Item 3 If the Statement is being filed pursuant to Rule
13d-1(b), or 13d-2(b), check whether the person filing
is a:
(e) [X] An investment advisor in accordance with
section 240.13d-1(b)(1)(ii)(E)
Item 4 Ownership:
a) Amount Beneficially Owned:
1,548,734
(b) Percent of Class:
4.6%
(c) Number of shares as to which such person has:
(i) sole power to vote or direct the vote: 1,420,744
(ii) shared power to vote or direct the vote: 0
(iii) sole power to dispose or to direct the
disposition of: 1,548,734
(iv) shared power to dispose or to direct the
disposition of: 0
PAGE 3 OF 4 PAGES
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:
If any other person is known to have the right to
receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, such securities,
a statement to that effect should be included in
response to this item and, if such interest relates to
more than five percent of the class, such person should
be identified. A listing of the shareholders of an
investment company registered under the Investment
Company Act of 1940 or the beneficiaries of employee
benefit plan, pension fund or endowment fund is not
required.
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 a 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 or with the effect of changing or influencing
the control of the issuer of such securities and were
were not acquired in connection with or as a participant
in any transaction having such purpose or effect.
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.
Dated: October 10, 2012
River Road Asset Management, LLC
By: /S/ THOMAS D. MUELLER
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Name: Thomas D. Mueller
Title: COO, CCO
PAGE 4 OF 4 PAGES