Sharper Image Corp - Statement of Changes in Beneficial Ownership (4)
2008年2月23日 - 7:39AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Expires:
January 31, 2008
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
RAMIUS CAPITAL GROUP LLC
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2. Issuer Name
and
Ticker or Trading Symbol
SHARPER IMAGE CORP
[
SHRP
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
666 THIRD AVENUE, 26TH FLOOR,
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3. Date of Earliest Transaction
(MM/DD/YYYY)
2/20/2008
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(Street)
NEW YORK CITY, NY 10017
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock, par value $.01
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2/20/2008
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S
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128000
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D
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$0.3789
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295915
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I
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By Parche LLC
(1)
(2)
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Common Stock, par value $.01
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2/20/2008
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S
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672000
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D
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$0.3789
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1553555
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I
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By Starboard Value and Opp. Master Fund
(3)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(
1)
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Shares beneficially owned by Parche, LLC (Parche). As the sole non-managing member of Parche and owner of all economic interests therein, RCG Enterprise, Ltd (Enterprise) may be deemed the beneficial owner of the Shares beneficially owned by Parche. As the managing member of Parche, RCG Starboard Advisors, LLC (Starboard Advisors) may be deemed to beneficially own the Shares owned by Parche. As the sole member of Starboard Advisors, Ramius Capital Group, L.L.C. (Ramius) may be deemed to beneficially own the Shares owned by Parche. As the managing member of Ramius, C4S & Co., L.L.C. (C4S) may be deemed to beneficially own the Shares owned by Parche.
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(
2)
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(continued from previous footnote) As the managing members of C4S, each of Peter A. Cohen, Morgan B. Stark, Jeffrey M. Solomon and Thomas W. Strauss may be deemed to beneficially own the Shares owned by Parche. Each of Messrs. Cohen, Stark, Solomon and Strauss, Enterprise, Starboard Advisors, Ramius and C4S disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.
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(
3)
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Shares beneficially owned by Starboard Value and Opportunity Master Fund, Ltd. (Starboard). As the investment manager of Starboard, Starboard Advisors may be deemed to beneficially own the Shares owned by Starboard. As the sole member of Starboard Advisors, Ramius may be deemed to beneficially own the Shares owned by Starboard. As the managing member of Ramius, C4S may be deemed to beneficially own the Shares owned by Starboard. As the managing members of C4S, each of Messrs. Cohen, Stark, Solomon and Strauss may be deemed to beneficially own the Shares owned by Starboard. Each of Messrs. Cohen, Stark, Solomon and Strauss, Starboard Advisors, Ramius and C4S disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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RAMIUS CAPITAL GROUP LLC
666 THIRD AVENUE, 26TH FLOOR
NEW YORK CITY, NY 10017
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X
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C4S & CO LLC
666 THIRD AVENUE
NEW YORK CITY, NY 10017
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X
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COHEN PETER A
C/O RAMIUS CAPITAL GROUP, LLC
666 THIRD AVENUE
NEW YORK CITY, NY 10017
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X
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See Explanation of Responses
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STARK MORGAN B
C/O RAMIUS CAPITAL GROUP, LLC
666 THIRD AVENUE
NEW YORK CITY, NY 10017
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X
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STRAUSS THOMAS W
C/O RAMIUS CAPITAL GROUP, LLC
666 THIRD AVENUE
NEW YORK CITY, NY 10017
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X
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SOLOMON JEFFREY M
C/O RAMIUS CAPITAL GROUP, LLC
666 THIRD AVENUE
NEW YORK CITY, NY 10017
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X
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Starboard Value & Opportunity Master Fund Ltd
C/O CITCO FUND SERVICES LTD
WEST BAY RD
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X
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Parche, LLC
666 THIRD AVENUE
NEW YORK CITY, NY 10017
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X
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RCG STARBOARD ADVISORS, LLC
666 THIRD AVENUE
NEW YORK CITY, NY 10017
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X
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RCG Enterprise Ltd
C/O CITCO FUND SERVICES LIMITED
CORPORATE CENTER, WEST BAY ROAD
GRAND CAYMAN
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X
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Signatures
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By: Ramius Capital Group, L.L.C.; By: /s/ Owen S. Littman, Authorized Signatory
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2/22/2008
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**
Signature of Reporting Person
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Date
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By: C4S & Co., L.L.C., By: /s/ Owen S. Littman, as Attorney in Fact for Jeffrey M. Solomon, as Managing Member
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2/22/2008
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**
Signature of Reporting Person
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Date
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By: /s/ Owen S. Littman, as Attorney in Fact for Peter A. Cohen
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2/22/2008
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**
Signature of Reporting Person
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Date
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By: /s/ Owen S. Littman, as Attorney in Fact for Morgan B. Stark
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2/22/2008
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**
Signature of Reporting Person
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Date
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By: /s/ Owen S. Littman, as Attorney in Fact for Thomas W. Strauss
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2/22/2008
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Signature of Reporting Person
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Date
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By: /s/ Owen S. Littman, as Attorney in Fact for Jeffrey M. Solomon
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2/22/2008
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Signature of Reporting Person
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Date
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By: Starboard Value and Opportunity Master Fund Ltd.; By: /s/ Owen S. Littman, Authorized Signatory
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2/22/2008
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Signature of Reporting Person
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Date
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By: Parche, LLC; By: /s/ Owen S. Littman, Authorized Signatory
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2/22/2008
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Signature of Reporting Person
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Date
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By: RCG Starboard Advisors, LLC; By: /s/ Owen S. Littman, Authorized Signatory
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2/22/2008
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Signature of Reporting Person
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Date
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By: RCG Enterprise, Ltd; By: /s/ Owen S. Littman, Authorized Signatory
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2/22/2008
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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