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*
MEYER DAVID M
(Last) (First) (Middle)
2765 LOKER AVENUE WEST
(Street)
CARLSBAD CA 92010
(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)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/19/2008
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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 11/19/2008 D 34,000 D (1) 0 D
Common Stock 11/19/2008 D 200 D (1) 0 I Controlled through control of general partner of Knightspoint Partners II, L.P.(2)
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
Non-qualified stock option (right to buy) $9.21 11/19/2008 D 4,808 (3) 06/01/2016 Common Stock 4,808 $0.00 0 D
Non-qualified stock option (right to buy) $7.27 11/19/2008 D 10,000 (4) 01/16/2017 Common Stock 10,000 $0.00 0 D
Non-qualified stock option (right to buy) $7.6 11/19/2008 D 3,333 (4) 03/19/2017 Common Stock 3,333 $0.00 0 D
Non-qualified stock option (right to buy) $5.67 11/19/2008 D 100,000 (5) 09/13/2007 Common Stock 100,000 $0.00 0 D
Non-qualified stock option (right to buy) $3.17 11/19/2008 D 10,000 (6) 01/03/2018 Common Stock 10,000 $0.00 0 D
Non-qualified stock option (right to buy) $3.3 11/19/2008 D 5,000 (7) 09/12/2018 Common Stock 5,000 $0.00 0 D
Explanation of Responses:
1. Pursuant to the agreement and plan of merger among Taylor Made Golf Company, Inc., PHX Acquisition Corp. and Ashworth, Inc. (the "Merger Agreement"), each of these shares was converted into the right to receive a cash payment of $1.90 per share.
2. Indirectly controlled through control of general partner of Knightspoint Partners II, L.P., the beneficial owner of these Ashworth shares.
3. This option, which became fully vested on November 1, 2006, was cancelled pursuant to the Merger Agreement. No cash payment was made in respect thereof because the exercise price per share of the option was greater that the per share merger consideration of $1.90.
4. This option, which became fully vested on November 1, 2007, was cancelled pursuant to the Merger Agreement. No cash payment was made in respect thereof because the exercise price per share of the option was greater that the per share merger consideration of $1.90.
5. This option, which became fully vested on September 13, 2008, was cancelled pursuant to the Merger Agreement. No cash payment was made in respect thereof because the exercise price per share of the option was greater that the per share merger consideration of $1.90.
6. This option, which became fully vested on November 1, 2008, was cancelled pursuant to the Merger Agreement. No cash payment was made in respect thereof because the exercise price per share of the option was greater that the per share merger consideration of $1.90.
7. This option, which provided for vesting in four equal quarterly installments beginning on November 6, 2008, was cancelled pursuant to the Merger Agreement. No cash payment was made in respect thereof because the exercise price per share of the option was greater that the per share merger consideration of $1.90.
Remarks:
Halina Balys as attorney-in-fact for David M. Meyer 11/24/2008
** 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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