SEC FORM 4

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 LLC

(Last)

(First)

(Middle)

599 LEXINGTON AVENUE

20TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
KENSEY NASH CORP [ KNSY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/20/2008

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $.001⁽¹⁾	11/10/2008		S⁽²⁾		2,224	D	$24.157	150,041	I	By Parche LLC⁽³⁾⁽⁴⁾
Common Stock, par value $.001⁽¹⁾	11/10/2008		S⁽²⁾		11,676	D	$24.157	787,704	I	By Ramius Value & Opportunity Master⁽⁵⁾
Common Stock, par value $.001⁽¹⁾	11/11/2008		S⁽²⁾		1,760	D	$23.8627	148,281	I	By Parche LLC⁽³⁾⁽⁴⁾
Common Stock, par value $.001⁽¹⁾	11/11/2008		S⁽²⁾		9,240	D	$23.8627	778,464	I	By Ramius Value & Opportunity Master⁽⁵⁾
Common Stock, par value $.001⁽¹⁾	11/12/2008		S⁽²⁾		1,328	D	$23.1105	146,953	I	By Parche LLC⁽³⁾⁽⁴⁾
Common Stock, par value $.001⁽¹⁾	11/12/2008		S⁽²⁾		6,972	D	$23.1105	771,492	I	By Ramius Value & Opportunity Master⁽⁵⁾
Common Stock, par value $.001⁽¹⁾	11/13/2008		S⁽²⁾		544	D	$23.1456	146,409	I	By Parche LLC⁽³⁾⁽⁴⁾
Common Stock, par value $.001⁽¹⁾	11/13/2008		S⁽²⁾		2,856	D	$23.1456	768,636	I	By Ramius Value & Opportunity Master⁽⁵⁾
Common Stock, par value $.001⁽¹⁾	11/14/2008		S⁽²⁾		2,992	D	$22.6798	143,417	I	By Parche LLC⁽³⁾⁽⁴⁾
Common Stock, par value $.001⁽¹⁾	11/14/2008		S⁽²⁾		15,708	D	$22.6798	752,928	I	By Ramius Value & Opportunity Master⁽⁵⁾
Common Stock, par value $.001⁽¹⁾	11/24/2008		S⁽²⁾		8,432	D	$16.9004	134,985	I	By Parche LLC⁽³⁾⁽⁴⁾
Common Stock, par value $.001⁽¹⁾	11/24/2008		S⁽²⁾		44,268	D	$16.9004	708,660	I	By Ramius Value & Opportunity Master⁽⁵⁾
Common Stock, par value $.001⁽¹⁾	11/25/2008		S⁽²⁾		4,144	D	$16.8011	130,841	I	By Parche LLC⁽³⁾⁽⁴⁾
Common Stock, par value $.001⁽¹⁾	11/25/2008		S⁽²⁾		21,756	D	$16.8011	686,904	I	By Ramius Value & Opportunity Master⁽⁵⁾
Common Stock, par value $.001⁽¹⁾	11/26/2008		S⁽²⁾		2,656	D	$17.2455	128,185	I	By Parche LLC⁽³⁾⁽⁴⁾
Common Stock, par value $.001⁽¹⁾	11/26/2008		S⁽²⁾		13,944	D	$17.2455	672,960	I	By Ramius Value & Opportunity Master⁽⁵⁾
Common Stock, par value $.001⁽¹⁾	11/28/2008		S⁽²⁾		2,720	D	$18.4271	125,465	I	By Parche LLC⁽³⁾⁽⁴⁾
Common Stock, par value $.001⁽¹⁾	11/28/2008		S⁽²⁾		14,280	D	$18.4271	658,680	I	By Ramius Value & Opportunity Master⁽⁵⁾
Common Stock, par value $.001⁽¹⁾	12/01/2008		S⁽²⁾		3,488	D	$17.6194	121,977	I	By Parche LLC⁽³⁾⁽⁴⁾
Common Stock, par value $.001⁽¹⁾	12/01/2008		S⁽²⁾		18,312	D	$17.6194	640,368	I	By Ramius Value & Opportunity Master⁽⁵⁾
Common Stock, par value $.001⁽¹⁾	12/02/2008		S⁽²⁾		2,640	D	$17.0104	119,337	I	By Parche LLC⁽³⁾⁽⁴⁾
Common Stock, par value $.001⁽¹⁾	12/02/2008		S⁽²⁾		13,860	D	$17.0104	626,508	I	By Ramius Value & Opportunity Master⁽⁵⁾
Common Stock, par value $.001⁽¹⁾	12/03/2008		S⁽²⁾		3,712	D	$18.2177	115,625	I	By Parche LLC⁽³⁾⁽⁴⁾
Common Stock, par value $.001⁽¹⁾	12/03/2008		S⁽²⁾		19,488	D	$18.2177	607,020	I	By Ramius Value & Opportunity Master⁽⁵⁾
Common Stock, par value $.001⁽¹⁾	12/04/2008		S⁽²⁾		1,856	D	$17.47	113,769	I	By Parche LLC⁽³⁾⁽⁴⁾
Common Stock, par value $.001⁽¹⁾	12/04/2008		S⁽²⁾		9,744	D	$17.47	597,276	I	By Ramius Value & Opportunity Master⁽⁵⁾
Common Stock, par value $.001⁽¹⁾	12/05/2008		S⁽²⁾		2,048	D	$17.545	111,721	I	By Parche LLC⁽³⁾⁽⁴⁾
Common Stock, par value $.001⁽¹⁾	12/05/2008		S⁽²⁾		10,752	D	$17.545	586,524	I	By Ramius Value & Opportunity Master⁽⁵⁾
Common Stock, par value $.001⁽¹⁾	12/08/2008		S⁽²⁾		1,616	D	$17.6673	110,105	I	By Parche LLC⁽³⁾⁽⁴⁾
Common Stock, par value $.001⁽¹⁾	12/08/2008		S⁽²⁾		8,484	D	$17.6673	578,040	I	By Ramius Value & Opportunity Master⁽⁵⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

RAMIUS LLC

(Last)

(First)

(Middle)

599 LEXINGTON AVENUE

20TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	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 RAMIUS LLC

599 LEXINGTON AVENUE 2OTH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

1. Name and Address of Reporting Person^*

Parche, LLC

(Last)

(First)

(Middle)

599 LEXINGTON AVENUE

20TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

1. Name and Address of Reporting Person^*

RCG STARBOARD ADVISORS, LLC

(Last)

(First)

(Middle)

599 LEXINGTON AVENUE

20TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

1. Name and Address of Reporting Person^*

RCG Enterprise Ltd

(Last)

(First)

(Middle)

599 LEXINGTON AVENUE 20TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

1. Name and Address of Reporting Person^*

RAMIUS ADVISORS LLC

(Last)

(First)

(Middle)

599 LEXINGTON AVENUE 20TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

Explanation of Responses:

1. Each Reporting Person disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such shares of Common Stock for purposes of Section 16 or for any other purpose.

2. The reported transaction was effected pursuant to a Rule 10b5-1 Sales Plan Agreement.

3. Consists of shares of Common Stock owned directly by Parche, LLC (Parche). As the sole non-managing member of Parche, Ramius Enterprise Master Fund Ltd (Ramius Enterprise) may be deemed to beneficially own the shares of Common Stock beneficially owned by Parche. As the managing member of Parche, RCG Starboard Advisors, LLC (RCG Starboard Advisors) may be deemed to beneficially own the shares of Common Stock beneficially owned by Parche. As the investment advisor of Ramius Enterprise, Ramius Advisors, LLC (Ramius Advisors) may be deemed to beneficially own the shares of Common Stock owned by Parche. As the sole member of each of RCG Starboard Advisors and Ramius Advisors, Ramius LLC (Ramius) may be deemed to beneficially own the shares of Common Stock beneficially owned by Parche. As the managing member of Ramius, C4S & Co., L.L.C. (C4S) may be deemed to beneficially own the shares of Common Stock owned by Parche.

4. (continued from footnote (3)) 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 of Common Stock owned by Parche. Each of Messrs. Cohen, Stark, Solomon and Strauss, RCG Starboard Advisors, Ramius, Ramius Enterprise, Ramius Advisors and C4S disclaims beneficial ownership of such shares of Common Stock except to the extent of his or its pecuniary interest therein.

5. Consists of shares of Common Stock owned directly by Ramius Value and Opportunity Master Fund Ltd. (Ramius Value). As the investment manager of Ramius Value, RCG Starboard Advisors may be deemed to beneficially own the shares of Common Stock owned by Ramius Value. As the sole member of RCG Starboard Advisors, Ramius may be deemed to beneficially own the shares of Common Stock owned by Ramius Value. As the managing member of Ramius, C4S may be deemed to beneficially own the shares of Common Stock owned by Ramius Value. 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 Ramius Value. Each of Messrs. Cohen, Stark, Solomon and Strauss, RCG Starboard Advisors, Ramius and C4S disclaims beneficial ownership of such shares of Common Stock except to the extent of his or its pecuniary interest therein.

Remarks:

The Reporting Persons are electing to file this report to cover any possibility that the Reporting Persons may be deemed to be directors by deputization by virtue of the fact that Mr. Jeffrey Smith, an employee of one of the Reporting Persons, currently serves on the board of directors of the Issuer. Since the Securities and Exchange Commission's electronic filing system only accepts a maximum of 30 lines per Table, this report is the second in a series of three reports being filed with the Securities and Exchange Commission. To enable all of the Reporting Persons to gain access to the Securities and Exchange Commission's electronic filing system (which only accepts a maximum of 10 joint filers per report), this report is the first of two identical reports relating to the same transaction being filed with the Securities and Exchange Commission.

	By: Ramius LLC; By: /s/ Owen S. Littman, Authorized Signatory	01/15/2009
	By: Ramius Value and Opportunity Master Fund Ltd; By: /s/ Owen S. Littman, Authorized Signatory	01/15/2009
	By: Parche, LLC; By: /s/ Owen S. Littman, Authorized Signatory	01/15/2009
	By: RCG Starboard Advisors, LLC; By: /s/ Owen S. Littman, Authorized Signatory	01/15/2009
	By: Ramius Enterprise Master Fund Ltd; By: /s/ Owen S. Littman, Authorized Signatory	01/15/2009
	By: Ramius Advisors, LLC; By: /s/ Owen S. Littman, Authroized Signatory	01/15/2009
	** 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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