SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
RAMIUS CAPITAL GROUP LLC

(Last) (First) (Middle)
666 THIRD AVENUE, 26TH FLOOR

(Street)
NEW YORK CITY NY 10017

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ASHWORTH INC [ ASHW ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/10/2007
4. If Amendment, Date of Original Filed (Month/Day/Year)
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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, $.001 Par Value 10/10/2007 P 640 A $6.1429 369,760 I By Parche LLC(1)
Common Stock, $.001 Par Value 10/11/2007 P 64 A $6.1 369,824 I By Parche LLC(1)
Common Stock, $.001 Par Value 10/10/2007 P 3,360 A $6.1429 1,941,215 I By Starboard Master(2)
Common Stock, $.001 Par Value 10/11/2007 P 336 A $6.1 1,941,551 I By Starboard Master(2)
Common Stock, $.001 Par Value 276,782 I See Footnotes(3)(4)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
RAMIUS CAPITAL GROUP LLC

(Last) (First) (Middle)
666 THIRD AVENUE, 26TH FLOOR

(Street)
NEW YORK CITY NY 10017

(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*
C4S & CO LLC

(Last) (First) (Middle)
666 THIRD AVENUE

(Street)
NEW YORK CITY NY 10017

(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*
COHEN PETER A

(Last) (First) (Middle)
C/O RAMIUS CAPITAL GROUP, LLC
666 THIRD AVENUE

(Street)
NEW YORK CITY NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
See Explanation of Responses
1. Name and Address of Reporting Person*
STARK MORGAN B

(Last) (First) (Middle)
C/O RAMIUS CAPITAL GROUP, LLC
666 THIRD AVENUE

(Street)
NEW YORK CITY NY 10017

(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*
STRAUSS THOMAS W

(Last) (First) (Middle)
C/O RAMIUS CAPITAL GROUP, LLC
666 THIRD AVENUE

(Street)
NEW YORK CITY NY 10017

(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*
SOLOMON JEFFREY M

(Last) (First) (Middle)
C/O RAMIUS CAPITAL GROUP, LLC
666 THIRD AVENUE

(Street)
NEW YORK CITY NY 10017

(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*
Starboard Value & Opportunity Master Fund Ltd

(Last) (First) (Middle)
C/O CITCO FUND SERVICES LTD
WEST BAY RD

(Street)

(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*
Parche, LLC

(Last) (First) (Middle)
666 THIRD AVENUE

(Street)
NEW YORK CITY NY 10017

(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*
RCG STARBOARD ADVISORS, LLC

(Last) (First) (Middle)
666 THIRD AVENUE

(Street)
NEW YORK CITY NY 10017

(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. Shares owned directly by Parche, LLC (Parche). As the managing member of Parche, RCG Starboard Advisors, LLC (RCG Starboard Advisors) may be deemed to beneficially own the Shares owned by Parche. As the sole member of RCG 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. 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, RCG Starboard Advisors, Ramius and C4S disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein.
2. Shares owned directly by Starboard Value and Opportunity Master Fund, Ltd. (Starboard). As the investment manager of Starboard, RCG Starboard Advisors may be deemed to beneficially own the Shares owned by Starboard. As the sole member of RCG 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 Peter A. Cohen, Morgan B. Stark, Jeffrey M. Solomon and Thomas W. Strauss may be deemed to beneficially own the Shares owned by Starboard. Each of Messrs. Cohen, Stark, Solomon and Strauss, RCG Starboard Advisors, Ramius and C4S disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein.
3. Shares collectively owned by Knightspoint Partners II, L.P., Michael Koeneke, David Meyer, Knightspoint Partners LLC, Black Sheep Partners, LLC, Black Sheep Partners II, LLC and Brian Black. The 276,782 Shares include (a) 200 Shares beneficially owned by Knightspoint Partners II, L.P., (b) 20,736 Shares beneficially owned by Mr. Koeneke, including 2,562 options exercisable within 60 days of the date hereto, (c) 151,141 Shares beneficially owned by Mr. Meyer, including 7,308 options exercisable within 60 days of the date hereto and 100,000 options granted to Mr. Meyer on September 13, 2007, 1/4 of which options vest on December 13, 2007, March 13, 2008, June 13, 2008 and September 13, 2008, respectively, (d) 63,940 Shares beneficially owned by Black Sheep Partners, LLC and (e) 39,738 Shares beneficially owned by Black Sheep Partners II, LLC.
4. (continued from previous footnote) The Reporting Persons may be deemed members of a Section 13(d) group with the individuals and entities listed above (the "Knightspoint Group"). As a result, the Reporting Persons may be deemed to beneficially own the 276,782 Shares owned by the other members of the Knightspoint Group. Each of the Reporting Persons disclaims beneficial ownership of the 276,782 Shares owned by the other members of the Knightspoint Group except to the extent of his or its pecuniary interest therein. This report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of Shares owned by the other members of the Knightspoint Group for purposes of Section 16 or for any other purpose.
By: Ramius Capital Group, L.L.C.; By: /s/ Owen S. Littman, Authorized Signatory 10/12/2007
By: C4S & Co., L.L.C., By: /s/ Owen S. Littman, as Attorney in Fact for Jeffrey M. Solomon, as Managing Member 10/12/2007
By: /s/ Owen S. Littman, as Attorney in Fact for Peter A. Cohen 10/12/2007
By: /s/ Owen S. Littman, as Attorney in Fact for Morgan B. Stark 10/12/2007
By: /s/ Owen S. Littman, as Attorney in Fact for Thomas W. Strauss 10/12/2007
By: /s/ Owen S. Littman, as Attorney in Fact for Jeffrey M. Solomon 10/12/2007
By: Starboard Value and Opportunity Master; By: /s/ Owen S. Littman, Authorized Signatory 10/12/2007
By: Parche, LLC; By: /s/ Owen S. Littman, Authorized Signatory 10/12/2007
By: RCG Starboard Advisors, LLC; By: /s/ Owen S. Littman, Authorized Signatory 10/12/2007
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** 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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