UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __)*
CLAYTON HOLDINGS, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
18418N107
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(CUSIP Number)
December 5, 2007
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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
13G is filed:
[ ] Rule 13d-1(b)
[X] 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).
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CUSIP No. 18418N107
..........................
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1 NAME OF REPORTING PERSON:
I.R.S. Identification Nos. of above persons (entities only):
J. Carlo Cannell
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
5 SOLE VOTING POWER: 1,086,451*
6 SHARED VOTING POWER:
7 SOLE DISPOSITIVE POWER: 1,086,451*
8 SHARED DISPOSITIVE POWER:
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,086,451*
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.1%*
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12 TYPE OF REPORTING PERSON
IN
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* As of December 5, 2007 (the "Reporting Date"), Anegada Master Fund Limited
("Anegada"), and Tonga Partners, L.P. ("Tonga" and collectively with Anegada,
the "Funds") owned in the aggregate 1,086,451 shares of common stock, par
value $0.01 per share (the "Shares"), of Clayton Holdings, Inc. (the
"Company"). Cannell Capital LLC acts as the investment adviser to Anegada
and is the general partner of and investment adviser to Tonga. Mr. J.
Carlo Cannell is the sole managing member of Cannell Capital LLC. As a result,
Mr. Cannell possesses the sole power to vote and to direct the disposition of
the securities held by the Funds. Thus, as of the Reporting Date, for the
purposes of Reg. Section 240.13d-3, Mr.Cannell is deemed to beneficially own
1,086,451 Shares, or approximately 5.l% of the Shares deemed issued and
outstanding as of the Reporting Date. THIS SCHEDULE 13G SETS FORTH THAT ONLY
MR. J. CARLO CANNELL IS THE REPORTING PERSON FOR THE SECURITIES REPORTED HEREIN
AS OF THE REPORTING DATE. CONCURRENTLY WITH THE FILING OF THIS SCHEDULE 13G WITH
THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC"), MR. CANNELL HAS CAUSED AN
AMENDMENT TO SCHEDULE 13G TO BE FILED ON BEHALF OF CANNELL CAPITAL, LLC WHICH
FURTHER AMENDS AND RESTATES THE SCHEDULE 13G FILED WITH THE SEC ON DECEMBER 19,
2007 UNDER THE CENTRAL INDEX KEY FOR CANNELL CAPITAL, LLC (AS PREVIOUSLY
AMENDED, THE "PRIOR 13G") AND REPORTS THAT ONLY MR. CANNELL IS THE REPORTING
PERSON FOR THE SECURITIES REPORTED IN THE PRIOR 13G.
Item 1(a). Name of Issuer:
Clayton Holdings,Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
2 Corporate Drive
Sheldon, CT 06484
Item 2(a). Name of Person Filing:
J. Carlo Cannell
Item 2(b). Address of Principal Business Office or if none, Residence:
P.O. Box 3459
240 E. Deloney Ave.
Jackson, WY 83001
Item 2(c). Citizenship:
USA
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number:
18418N107
Item 3. Not Applicable.
Item 4. Ownership:
(a) Amount Beneficially Owned: 1,086,451*
(b) Percent of Class: 5.1%*
* As of December 5, 2007 (the "Reporting Date"), Anegada Master Fund Limited
("Anegada"), and Tonga Partners, L.P. ("Tonga" and collectively with Anegada,
the "Funds") owned in the aggregate 1,086,451 shares of common stock, par
value $0.01 per share (the "Shares"), of Clayton Holdings, Inc. (the
"Company"). Cannell Capital LLC acts as the investment adviser to Anegada
and is the general partner of and investment adviser to Tonga. Mr. J.
Carlo Cannell is the sole managing member of Cannell Capital LLC. As a result,
Mr. Cannell possesses the sole power to vote and to direct the disposition of
the securities held by the Funds. Thus, as of the Reporting Date, for the
purposes of Reg. Section 240.13d-3, Mr.Cannell is deemed to beneficially own
1,086,451 Shares, or approximately 5.l% of the Shares deemed issued and
outstanding as of the Reporting Date. THIS SCHEDULE 13G SETS FORTH THAT ONLY
MR. J. CARLO CANNELL IS THE REPORTING PERSON FOR THE SECURITIES REPORTED HEREIN
AS OF THE REPORTING DATE. CONCURRENTLY WITH THE FILING OF THIS SCHEDULE 13G WITH
THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC"), MR. CANNELL HAS CAUSED AN
AMENDMENT TO SCHEDULE 13G TO BE FILED ON BEHALF OF CANNELL CAPITAL, LLC WHICH
FURTHER AMENDS AND RESTATES THE SCHEDULE 13G FILED WITH THE SEC ON DECEMBER 19,
2007 UNDER THE CENTRAL INDEX KEY FOR CANNELL CAPITAL, LLC (AS PREVIOUSLY
AMENDED, THE "PRIOR 13G") AND REPORTS THAT ONLY MR. CANNELL IS THE REPORTING
PERSON FOR THE SECURITIES REPORTED IN THE PRIOR 13G.
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 1,086,451*
(ii) shared power to vote or to direct the vote: 0*
(iii) sole power to dispose or to direct the disposition of:
1,086,451*
(iv) shared power to dispose or to direct the disposition of: 0*
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 securities, check the following |_|
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
Not Applicable.
Item 7. Identification and Classification of Subsidiary Which Acquired the S
ecurities:
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 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.
* As of December 5, 2007 (the "Reporting Date"), Anegada Master Fund Limited
("Anegada"), and Tonga Partners, L.P. ("Tonga" and collectively with Anegada,
the "Funds") owned in the aggregate 1,086,451 shares of common stock, par value
$0.001 per share (the "Shares"), of Clayton Holdings, Inc. (the "Company").
Cannell Capital LLC acts as the investment adviser to Anegada and is the
general partner of and investment adviser to Tonga. Mr. J. Carlo Cannell
is the sole managing member of Cannell Capital LLC. As a result, Mr. Cannell
possesses the sole power to vote and to direct the disposition of the securities
held by the Funds. Thus, as of the Reporting Date, for the purposes of Reg.
Section 240.13d-3, Mr.Cannell is deemed to beneficially own 1,086,451 Shares, or
approximately 5.l% of the Shares deemed issued and outstanding as of the
Reporting Date. THIS SCHEDULE 13G SETS FORTH THAT ONLY MR. J. CARLO CANNELL IS
THE REPORTING PERSON FOR THE SECURITIES REPORTED HEREIN AS OF THE REPORTING
DATE. CONCURRENTLY WITH THE FILING OF THIS SCHEDULE 13G WITH THE SECURITIES AND
EXCHANGE COMMISSION (THE "SEC"), MR. CANNELL HAS CAUSED AN AMENDMENT TO SCHEDULE
13G TO BE FILED ON BEHALF OF CANNELL CAPITAL, LLC WHICH FURTHER AMENDS AND
RESTATES THE SCHEDULE 13G FILED WITH THE SEC ON DECEMBER 19, 2007 UNDER THE
CENTRAL INDEX KEY FOR CANNELL CAPITAL, LLC (AS PREVIOUSLY AMENDED, THE "PRIOR
13G") AND REPORTS THAT ONLY MR. CANNELL IS THE REPORTING PERSON FOR THE
SECURITIES REPORTED IN THE PRIOR 13G.
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.
February 14, 2008
J. CARLO CANNELL
/s/ J. Carlo Cannell
J. Carlo Cannell
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001)