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) 03/30/2007 | ||||||||||||||||||||||||||
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 | 03/30/2007 | P | 8,904 | A | $7.593 | 1,620,883 | I | See Footnotes(1)(2)(3)(4)(5) | ||
Common Stock | 03/30/2007 | P | 1,696 | A | $7.593 | 308,741 | I | See Footnotes(1)(2)(3)(4)(5) | ||
Common Stock | 04/02/2007 | P | 1,895 | A | $7.6483 | 1,622,778 | I | See Footnotes(1)(2)(3)(4)(5) | ||
Common Stock | 04/02/2007 | P | 361 | A | $7.6483 | 309,102 | I | See Footnotes(1)(2)(3)(4)(5) |
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. The Reporting Persons are members of the Knightspoint Group, which consists of Knightspoint Partners II, L.P. ("Knightspoint"), Michael Koeneke, David Meyer, Knightspoint Partners LLC, Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss, Jeffrey M. Solomon, Ramius Capital Group, L.L.C. ("Ramius"), Knightspoint Capital Management II LLC, Parche, LLC ("Parche"), Admiral Advisors, LLC ("Admiral"), Starboard Value and Opporutnity Master Fund Ltd. ("Starboard"), C4S & Co., L.L.C. ("C4S"), Black Sheep Partners, LLC, Black Sheep Partners II, LLC and Brian Black. |
2. Starboard and Parche directly own 1,622,778 and 309,102 shares of Common Stock, respectively, as of April 2, 2007. As the investment manager of Starboard and the managing member of Parche, Admiral may be deemed to beneficially own shares of Common Stock beneficially owned by Starboard and Parche. As the sole member of Admiral, Ramius may be deemed to beneficially own the shares of Common Stock beneficially owned by Starboard and Parche. As the managing member of Ramius, C4S may be deemed to beneficially own the shares of Common Stock beneficially owned by Starboard and Parche. |
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 beneficially owned by Starboard and Parche. Each of Messrs. Cohen, Stark, Solomon and Strauss disclaims beneficial ownership of such shares of Common Stock. |
4. For services provided in connection with their investment in Ashworth, Inc., Knightspoint Partners LLC receives an amount equal to 11% of the profits realized by Parche and Starboard on their investment in Ashworth, Inc. "Profits" are defined as pre-tax capital gains (losses) plus dividends less applicable broker fees and allocated Transaction Expenses. "Transaction Expenses" are defined as any direct expenses incurred by the group in connection with the investment including documented legal, travel and other "out of pocket" expenses. |
5. Except for Messrs. Cohen, Stark, Solomon and Strauss who have disclaimed beneficial ownership above, each Reporting Person disclaims beneficial ownership of these securities except to the extent of its pecuniary interest, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. |
/s/ Jeffrey M. Solomon for Starboard Value and Opportunity Master Fund Ltd. | 04/03/2007 | |
/s/ Jeffrey M. Solomon for C4S & Co., L.L.C. | 04/03/2007 | |
/s/ Jeffrey M. Solomon, as Attorney-in-Fact for Peter A. Cohen | 04/03/2007 | |
/s/ Jeffrey M. Solomon, as Attorney-in-Fact for Morgan B. Stark | 04/03/2007 | |
/s/ Jeffrey M. Solomon, as Attorney-in-Fact for Thomas W. Strauss | 04/03/2007 | |
/s/ Jeffrey M. Solomon | 04/03/2007 | |
/s/ Jeffrey M. Solomon for Ramius Capital, LLC | 04/03/2007 | |
/s/ Jeffrey M. Solomon for Parche, LLC | 04/03/2007 | |
/s/ Jeffrey M. Solomon for Admiral Advisors, LLC | 04/03/2007 | |
** 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. |