0000906304-09-000188 SC 13G/A 1 20090127 20090127 NETLIST INC 0001282631 3674 954812784 DE SC 13G/A 34 005-82594 09547116 475 GODDARD IRVINE CA 92618 ROYCE & ASSOCIATES LLC 0000906304 522343049 DE 0331 SC 13G/A 1414 AVE OF AMERICA NEW YORK NY 10019 2124861495 1414 AVE OF THE AMERICAS NEW YORK NY 10019 ROYCE & ASSOCIATES INC /NY 19990329 QUEST ADVISORY CORP/NY 19970805 SC 13G/A 1 nlst1.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information statement pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No.1) NetList, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 64118P109 (CUSIP Number) Date of Event Which Requires Filing of this Statement: December 31, 2008 *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. 64118P109 13G 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Royce & Associates, LLC 52-2343049 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF 5 SOLE VOTING POWER SHARES 1,671,300 BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH 7 SOLE DISPOSITIVE POWER REPORTING 1,671,300 PERSON 8 SHARED DISPOSITIVE POWER WITH 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,671,300 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.42% 12 TYPE OF REPORTING PERSON IA CUSIP No. 64118P109 13G Item 1(a) Name of Issuer: NetList, Inc. Item 1(b) Address of Issuer's Principal Executive Offices: Chief Financial Officer 475 Goddard Irvine, CA 92618 Item 2(a) Name of Persons Filing: Royce & Associates, LLC Item 2(b) Address of Principal Business Office, or, if None, Residence: 1414 Avenue of the Americas, New York, NY 10019 Item 2(c) Citizenship: New York Corporation Item 2(d) Title of Class of Securities: Common Stock Item 2(e) CUSIP Number: 64118P109 Item 3 If this statement is filed pursuant to rules 13d-1(b), or 13d- 2(b), check whether the person filing is a: (a) [ ] Broker or Dealer registered under Section 15 of the Act (b) [ ] Bank as defined in Section 3(a)(6) of the Act (c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act (d) [ ] Investment Company registered under Section 8 of the Investment Company Act (e) [X] Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940 (f) [ ] Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund (g) [ ] Parent Holding Company, in accordance with Rule 13d-1 (b)(ii)(G) (h) [ ] Group CUSIP No. 64118P109 13G Item 4 Ownership (a) Amount Beneficially Owned: 1,671,300 (b) Percent of Class: 8.42% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote 1,671,300 (ii) shared power to vote or to direct the vote __________ (iii) sole power to dispose or to direct the disposition of 1,671,300 (iv) shared power to dispose or to direct the disposition of __________ Item 5 Ownership of Five Percent or Less of a Class. [ ] Item 6 Ownership of More than Five Percent on Behalf of Another Person . Various Accounts managed by Royce & Associates, LLC, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of shares of the issuer. The interest of one account, Royce Low Priced Stock Fund an investment company registered under the Investment Company Act of 1940 and managed by Royce & Associates, LLC, amounted to 1,620,100 shares or 8.16% of the total shares outstanding. 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 CUSIP No. 64118P109 13G 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 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 with respect to it is true, complete and correct. Date: January 27, 2009 By: Daniel A. O'Byrne, Vice President