SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* LAVINE JONATHAN S (Last) (First) (Middle) C/O SANKATY ADVISORS, LLC 111 HUNTINGTON AVENUE (Street) BOSTON MA 02199 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 03/12/2010	3. Issuer Name and Ticker or Trading Symbol ACCURIDE CORP [ AURDQ.OB ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year) 03/02/2010
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.01	14,918,005	I	See Footnotes(1)(2)(3)(4)(9)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
7.5% Convertible Note	02/26/2010	02/26/2020	Common Stock, par value $0.01	14,225,294	$0.75	I	See Footnotes(5)(6)(9)
Warrant (right to buy)	02/26/2010	02/26/2012	Common Stock, par value $0.01	270,696	$2.1	I	See Footnotes(7)(8)(9)

1. Name and Address of Reporting Person* LAVINE JONATHAN S (Last) (First) (Middle) C/O SANKATY ADVISORS, LLC 111 HUNTINGTON AVENUE (Street) BOSTON MA 02199 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SANKATY CREDIT MEMBER, LLC (Last) (First) (Middle) 111, HUNTINGTON AVENUE (Street) BOSTON MA 02199 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SANKATY CREDIT OPPORTUNITIES LP (Last) (First) (Middle) 111 HUNTINGTON AVENUE (Street) BOSTON MA 02199 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SANKATY CREDIT OPPORTUNITIES II LP (Last) (First) (Middle) 111 HUNTINGTON AVENUE (Street) BOSTON MA 02199 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SANKATY CREDIT OPPORTUNITIES III LP (Last) (First) (Middle) 111, HUNTINGTON AVENUE (Street) BOSTON MA 02199 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SANKATY CREDIT OPPORTUNITIES IV LP (Last) (First) (Middle) 111, HUNTINGTON AVENUE (Street) BOSTON MA 02199 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SANKATY CREDIT OPPORTUNITIES (OFFSHORE) IV LP (Last) (First) (Middle) 111, HUNTINGTON AVENUE (Street) BOSTON MA 02199 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Sankaty Credit Opportunities Investors, LLC (Last) (First) (Middle) 111, HUNTINGTON AVENUE (Street) BOSTON MA 02199 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Sankaty Credit Opportunities Investors II, LLC (Last) (First) (Middle) 111, HUNTINGTON AVENUE (Street) BOSTON MA 02199 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Sankaty Credit Opportunities Investors III, LLC (Last) (First) (Middle) 111, HUNTINGTON AVENUE (Street) BOSTON MA 02199 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Includes (i) 189 shares held by Sankaty Credit Opportunities, L.P. ("SCO"), whose sole general partner is Sankaty Credit Opportunities Investors, LLC ("SCI"), whose managing member is Sankaty Credit Member, LLC ("SCM"), (ii) 223,650 shares owned by Sankaty Credit Opportunities II, L.P, ("SCO II"), whose general partner is Sankaty Credit Opportunities Investors II, LLC ("SCI II"), whose managing member is SCM, (iii) 3,928,246 shares owned by Sankaty Credit Opportunities III, LLC ("SCO III"), whose sole general partner is Sankaty Credit Opportunities Investors III, LLC ("SCI III"), whose sole managing member is SCM, (iv) 3,606,095 shares held by Sankaty Credit Opportunities IV, L.P. (Continued in footnote 2)

2. ("SCO IV"), whose sole general partner is Sankaty Credit Opportunites Investors IV, LLC ("SCI IV"), whose managing member is SCM and (v) 2,513,433 shares hely by Prospect Funding I, LLC ("PH1") whose sole member is Prospect Harbor Credit Partners, L.P., whose sole general partner is Prospect Harbour Investors, LLC,

3. whose sole managing member is SCM. Jonathan S. Lavine is the managing member of SCM and as a result may be deemed to share voting and dispositive power with respect to the shares held by SCO, SCO II, SCO III, SCO IV and PH1. Mr. Lavine, and each of the entities noted above, disclaims beneficial ownership of shares except to the extent of their respective pecuniary interests therein.

4. Incudes 4,646,391 shares owned by Sankaty Credit Opportunities (Offshore Master) IV, L.P. ("SCOO IV"), whose sole general partner is Sankaty Credit Opportunities Investors (Offshore) IV, L.P. ("SCIO IV"), whose sole general partner is Sankaty Credit Member (Offshore), Ltd ("SCMO"). Jonathan S. Lavine is the sole director of SCMO and as a result may be deemed to share voting and dispositive power with respect to the shares held by SCOO IV. Mr. Lavine, and each of the entities noted above, disclaims beneficial ownership of shares except to the extent of their respective pecuniary interests therein.

5. Includes Notes convertible into (i) 416,096 shares owned by SCO II, (ii) 7,459,865 shares owned by SCO III, (iii) 681,849 shares owned SCO IV and (iv) 4,787,481 shares held by PH1. Mr. Lavine is the managing member of SCM and by virtue of the relationships described in footnotes (1), (2), (3) and (4), may be deemed to share voting and dispositive power with respect to the shares held by SCO II, SCO III, SCO IV and PH1. Mr. Lavine, and each of the entities noted above, disclaims beneficial ownership of shares except to the extent of their respective pecuniary interests therein.

6. Includes Notes convertible into 880,003 shares owned by SCOO IV. Mr. Lavine is the sole director of SCMO and by virtue of the relationships described in footnotes (1), (2), (3) and (4), may be deemed to share voting and dispositive power power with respect to the shares held by SCOO IV. Mr. Lavine, and each of the entities noted above, disclaims beneficial ownership of shares except to the extent of their respective pecuniary interests therein.

7. Includes Warrants convertible into (i) 2,570 shares owned by SCO, (ii) 70,534 shares owned by SCO II, (iii) 160,210 shares owned by SCO III and (iv) 16,295 shares owned by SCO IV. Mr. Lavine is the managing member of SCM and by virtue of the relationships described in footnotes (1), (2), (3) and (4), may be deemed to share voting and dispositive power with respect to the shares held by SCO, SCO II, SCO III and SCO IV. Mr. Lavine, and each of the entities noted above, disclaims beneficial ownership of shares except to the extent of their respective pecuniary interests therein.

8. Includes Warrants convertible into 21,088 shares owned by SCOO IV. Mr. Lavine is the sole director of SCMO and by virtue of the relationships described in footnotes (1), (2), (3) and (4), may be deemed to share voting and dispositive power power with respect to the shares held by SCOO IV. Mr. Lavine, and each of the entities noted above, disclaims beneficial ownership of shares except to the extent of their respective pecuniary interests therein.

9. This form 3/A amends the Form 3 filed by the Reporting Owners on March 2, 2010.

	/s/ Jonathan Lavine	03/02/2010
	** Signature of Reporting Person	Date
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