Securities and Exchange Commission, Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
BOFI HOLDING INC
____________________________________________________
(Name of Issuer)
COMMON STOCK PAR VALUE $0.01
____________________________________________________
(Title of Class of Securities)
05566U108
____________________________________________________
(CUSIP Number)
DECEMBER 31, 2010
____________________________________________________
(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).
CUSIP No. 05566U108
(1) Names of reporting persons SHAKER INVESTMENTS LLC
(2) Check the appropriate box if a member of a group
(a)
(b) [X]
Page 2 of 6 Pages
(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: 535067
(6) Shared voting power: NONE
(7) Sole dispositive power: 598516
(8) Shared dispositive power: NONE
(9) Aggregate amount beneficially owned by each reporting person: 598516
(10) Check if the aggregate amount in Row (9) excludes certain shares
(see instructions)
(11) Percent of class represented by amount in Row (9) 5.85%
(12) Type of reporting person (see instructions) IA
Item 1(a) Name of issuer: BOFI HOLDING, INC.
Item 1(b) Address of issuer's principal executive offices:
12777 HIGH BLUFF DRIVE
SUITE 1000
SAN DIEGO, CA 92130
Item 2.
2(a) Name of person filing: SHAKER INVESTMENTS LLC
2(b) Address or principal business office or, if none, residence:
3960 ORANGE PLACE
SUITE 400
BEACHWOOD, OH 44122
____________________
2(c) Citizenship: DELAWARE
____________________
2(d) Title of class of securities: COMMON STOCK
____________________
2(e) CUSIP No.: 05566U108
____________________
Page 3 of 6 Pages
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) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c) [ ] Insurance company as defined in section 3(a)(19) of
the Act (15 U.S.C. 78c);
(d) [ ] Investment company registered under section 8
of the Investment Company Act of 1940;
(e) [X] An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in
accordance with 240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in
accordance with 240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] 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 (15 U.S.C.80a-3);
(j) [ ] A non-U.S. institution in accordance with 240.13d-1(b)(1)(ii)(J);
(k) [ ] Group, in accordance with 240.13d-1(b)(1)(ii)(K).
If filing as a non-U.S. institution in accordance
with 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: 598516.
(b) Percent of class: 5.85%.
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote 535067.
Page 4 of 6 Pages
(ii) Shared power to vote or to direct the vote NONE.
(iii) Sole power to dispose or to direct the disposition of: 598516.
(iv) Shared power to dispose or to direct the disposition of NONE.
Item 5. Ownership of 5 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 5 percent of the class
of securities, check the following [ ]. NOT APPLICABLE
Instruction. Dissolution of a group requires a response to this item.
NOT APPLICABLE
Item 6. Ownership of More than 5 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
5 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 or Control Person.
If a parent holding company or control person has filed this schedule
pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g)
and attach an exhibit stating the identity and the Item 3 classification
of the relevant subsidiary. If a parent holding company or control
person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d),
attach an exhibit stating the identification of the relevant subsidiary.
Item 8. Identification and Classification of Members of the Group
If a group has filed this schedule pursuant to 240.13d-1(b)(1)(ii)(J),
so indicate under Item 3(j) and attach an exhibit stating the identity
and Item 3 classification of each member of the group. If a group has
filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d),
attach an exhibit stating the identity of each member of the group.
Page 5 of 6 Pages
Item 9. Notice of Dissolution of Group.
Notice of dissolution of a group may be furnished as an exhibit
stating the date of the dissolution and that all further filings
with respect to transactions in the security reported on will be filed,
if required, by members of the group, in their individual capacity.
See Item 5.
Item 10. Certifications
(a) The following certification shall be included if the statement
is filed pursuant to 240.13d-1(b):
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
the securities and were not acquired and are not held in connection with or
as a participant in any transaction having that 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: January 26, 2011.
Signature. Raymond J. Rund
Name/Title. Raymond J. Rund / Managing Director
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative other than
an executive officer or general partner of the filing person, evidence
of the representative's authority to sign on behalf of such person shall
be filed with the statement, Provided, however, That a power of attorney
for this purpose which is already on file with the Commission may be
incorporated by reference. The name and any title of each person who
signs the statement shall be typed or printed beneath his signature.
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7
for other parties for whom copies are to be sent.
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (see 18 U.S.C. 1001).[43 FR 18499,
Page 6 of 6 Pages
Apr. 28, 1978, as amended at 43 FR 55756, Nov. 29, 1978; 44 FR 2148,
Jan. 9, 1979; 44 FR 11751, Mar. 2, 1979; 61 FR 49959, Sept. 24, 1996;
62 FR 35340, July 1, 1997; 63 FR 2867, Jan. 16, 1998; 63 FR 15287,
Mar. 31, 1998; 72 FR 45112, Aug. 10, 2007; 73 FR 17813,
Apr. 1, 2008; 73 FR 60089, Oct. 9, 2008]