SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Ramius LLC (Last) (First) (Middle) 599 LEXINGTON AVENUE 20TH FLOOR (Street) NEW YORK CITY NY 10022 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/08/2010	3. Issuer Name and Ticker or Trading Symbol IMAGE ENTERTAINMENT INC [ DISK ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.0001(1)	3,500,000	I	By Portside Growth and Opportunity Fund(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants (right to buy)(1)	03/02/2006	08/30/2011	Common Stock, par value $0.0001	8,018,868	$0.53	I	By Portside Growth and Opportunity Fund(3)(4)

1. Name and Address of Reporting Person* Ramius LLC (Last) (First) (Middle) 599 LEXINGTON AVENUE 20TH FLOOR (Street) NEW YORK CITY NY 10022 (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* Portside Growth & Opportunity Fund (Last) (First) (Middle) CITCO FUND SERVICES LIMITED CORPORATE CENTER, WEST BAY ROAD (Street) GRAND CAYMAN KY1-1205 (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) 599 LEXINGTON AVENUE 20TH FLOOR (Street) NEW YORK NY 10022 (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 LLC 599 LEXINGTON AVENUE, 20TH FLOOR (Street) NEW YORK NY 10022 (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 LLC 599 LEXINGTON AVENUE, 20TH FLOOR (Street) NEW YORK NY 10022 (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* STRAUSS THOMAS W (Last) (First) (Middle) C/O RAMIUS LLC 599 LEXINGTON AVENUE, 20TH FLOOR (Street) NEW YORK NY 10022 (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* SOLOMON JEFFREY M (Last) (First) (Middle) C/O RAMIUS LLC 599 LEXINGTON AVENUE, 20TH FLOOR (Street) NEW YORK NY 10022 (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* RCG HOLDINGS LLC (Last) (First) (Middle) C/O RAMIUS LLC 599 LEXINGTON AVENUE, 20TH FLOOR (Street) NEW YORK NY 10022 (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* COWEN GROUP, INC. (Last) (First) (Middle) C/O RAMIUS LLC 599 LEXINGTON AVENUE, 20TH FLOOR (Street) NEW YORK NY 10022 (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. Each Reporting Person may be deemed to be a member of a Section 13(d) group that owns more than 10% of the Issuer's outstanding shares of Common Stock (Shares). Each Reporting Person disclaims beneficial ownership of the Shares 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 for purposes of Section 16 or for any other purpose.

2. Consists of Shares owned directly by Portside Growth and Opportunity Fund (Portside). As the investment advisor of Portside, Ramius LLC (Ramius) may be deemed to beneficially own the Shares owned by Portside. As the sole member of Ramius, Cowen Group, Inc. (Cowen) may be deemed to beneficially own the Shares owned by Portside. As a significant shareholder of Cowen, RCG Holdings LLC (RCG Holdings) may be deemed to beneficially own the Shares owned by Portside. As the managing member of RCG Holdings, C4S & Co., L.L.C. (C4S) may be deemed to beneficially own the Shares owned by Portside. 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 Portside. Each of Messrs. Cohen, Stark, Solomon and Strauss, Ramius, Cowen, RCG Holdings and C4S disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

3. Warrants owned directly by Portside. As the investment advisor of Portside, Ramius may be deemed to beneficially own the Shares underlying the warrants owned by Portside. As the sole member of Ramius, Cowen may be deemed to beneficially own the Shares underlying the warrants owned by Portside. As a significant shareholder of Cowen, RCG Holdings may be deemed to beneficially own the Shares underlying the warrants owned by Portside. As the managing member of RCG Holdings, C4S may be deemed to beneficially own the Shares underlying the warrants owned by Portside. 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 underlying the warrants owned by Portside. Each of Messrs. Cohen, Stark, Solomon and Strauss, Ramius, Cowen, RCG Holdings and C4S disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

4. The warrants may not be exercised to the extent that after giving effect to such exercise, the Reporting Persons would beneficially own in excess of 4.99% of the Shares outstanding immediately after giving effect to such exercise.

	By: Ramius LLC; By: /s/ Owen S. Littman, Authorized Signatory	01/15/2010
	By: Portside Growth and Opportunity Fund; By: /s/ Owen S. Littman, Authroized Signatory	01/15/2010
	By: C4S & Co., L.L.C., By: /s/ Owen S. Littman, as Attorney in Fact for Jeffrey M. Solomon, as Managing Member	01/15/2010
	By: /s/ Owen S. Littman, as Attorney in Fact for Peter A. Cohen	01/15/2010
	By: /s/ Owen S. Littman, as Attorney in Fact for Morgan B. Stark	01/15/2010
	By: /s/ Owen S. Littman, as Attorney in Fact for Thomas W. Strauss	01/15/2010
	By: /s/ Owen S. Littman, as Attorney in Fact for Jeffrey M. Solomon	01/15/2010
	By: RCG Holdings LLC; By /s/ Owen S. Littman, Authorized Signatory	01/15/2010
	By: Cowen Group, Inc.; By: /s/ Owen S. Littman, Authorized Signatory	01/15/2010
	** 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 5 (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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