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*
Starboard Value & Opportunity Fund, LLC

(Last) (First) (Middle)
666 THIRD AVENUE
26TH FLOOR

(Street)
NEW YORK NY 10017

(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)
Director X 10% Owner
Officer (give title below) X Other (specify below)
Member of 13D Group
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)
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)
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)
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*
Starboard Value & Opportunity Fund, LLC

(Last) (First) (Middle)
666 THIRD AVENUE
26TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
Member of 13D Group
1. Name and Address of Reporting Person*
C4S & CO LLC

(Last) (First) (Middle)
666 THIRD AVENUE
26TH FLOOR

(Street)
NEW YORK NY 10017

(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)
666 THIRD AVENUE
26TH FLOOR

(Street)
NEW YORK NY 10017

(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*
STARK MORGAN B

(Last) (First) (Middle)
666 THIRD AVENUE
26TH FLOOR

(Street)
NEW YORK NY 10017

(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*
STRAUSS THOMAS W

(Last) (First) (Middle)
666 THIRD AVENUE
26TH FLOOR

(Street)
NEW YORK NY 10017

(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*
SOLOMON JEFFREY M

(Last) (First) (Middle)
666 THIRD AVENUE
26TH FLOOR

(Street)
NEW YORK NY 10017

(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*
RAMIUS CAPITAL GROUP LLC

(Last) (First) (Middle)
666 THIRD AVENUE
26TH FLOOR

(Street)
NEW YORK NY 10017

(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*
Parche, LLC

(Last) (First) (Middle)
666 THIRD AVENUE
26TH FLOOR

(Street)
NEW YORK NY 10017

(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*
Admiral Advisors, LLC

(Last) (First) (Middle)
666 THIRD AVENUE
26TH FLOOR

(Street)
NEW YORK NY 10017

(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. 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).
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