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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ASHWORTH INC [ ASHW ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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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)
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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) | 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) | |||||||||||||||
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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*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |