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
PHOENIX TECHNOLOGIES LTD [ PTEC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/22/2008 | ||||||||||||||||||||||||||
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, $0.001 par value | 04/22/2008 | S | 4,000 | D | $14.0213 | 495,654 | I | By Parche, LLC(1) | ||
Common Stock, $0.001 par value | 04/22/2008 | S | 8,000 | D | $13.3685 | 487,654 | I | By Parche, LLC(1) | ||
Common Stock, $0.001 par value | 04/23/2008 | S | 7,984 | D | $13.424 | 479,670 | I | By Parche, LLC(1) | ||
Common Stock, $0.001 par value | 04/23/2008 | S | 1,600 | D | $13.5 | 478,070 | I | By Parche, LLC(1) | ||
Common Stock, $0.001 par value | 04/24/2008 | S | 1,324 | D | $12.51 | 476,746 | I | By Parche, LLC(1) | ||
Common Stock, $0.001 par value | 04/24/2008 | S | 4,929 | D | $12.751 | 471,817 | I | By Parche, LLC(1) | ||
Common Stock, $0.001 par value | 04/22/2008 | S | 21,000 | D | $14.0213 | 2,602,187 | I | By Starboard Value(2) | ||
Common Stock, $0.001 par value | 04/22/2008 | S | 42,000 | D | $13.3685 | 2,560,187 | I | By Starboard Value(2) | ||
Common Stock, $0.001 par value | 04/23/2008 | S | 41,916 | D | $13.424 | 2,518,271 | I | By Starboard Value(2) | ||
Common Stock, $0.001 par value | 04/23/2008 | S | 8,400 | D | $13.5 | 2,509,871 | I | By Starboard Value(2) | ||
Common Stock, $0.001 par value | 04/24/2008 | S | 6,948 | D | $12.51 | 2,502,923 | I | By Starboard Value(2) | ||
Common Stock, $0.001 par value | 04/24/2008 | S | 25,878 | D | $12.751 | 2,477,045 | I | By Starboard Value(2) |
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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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. Shares owned directly by Parche, LLC (Parche). RCG Enterprise, Ltd, as the sole non-managing member of Parche and owner of all economic interests therein, may be deemed to beneficially own the Shares owned by Parche. As the managing member of Parche, RCG Starboard Advisors, LLC (Starboard Advisors), may be deemed to beneficially own the Shares owned by Parche. As the sole member of Starboard Advisors, Ramius LLC (Ramius) may be deemed to beneficially own the Shares owned by Parche. As the managing member of Ramius, C4S & Co., L.L.C. (C4S), may be deemed to beneficially own the Shares owned by Parche. 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 Parche. Each of Messrs. Cohen, Stark, Solomon and Strauss, Starboard Advisors, Ramius and C4S disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. |
2. Shares owned directly by Starboard Value and Opportunity Master Fund, Ltd. (Starboard). As the investment manager of Starboard, Starboard Advisors may be deemed to beneficially own the Shares owned by Starboard. As the sole member of Starboard Advisors, Ramius may be deemed to beneficially own the Shares owned by Starboard. As the managing member of Ramius, C4S may be deemed to beneficially own the Shares owned by Starboard. 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 Starboard. Each of Messrs. Cohen, Stark, Solomon and Strauss, Starboard Advisors, Ramius and C4S disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. |
By: Ramius LLC By: /s/ Owen S. Littman, Authorized Signatory | 04/24/2008 | |
By: Starboard Value and Opportunity Master By: /s/ Owen S. Littman, Authorized Signatory | 04/24/2008 | |
By: Parche, LLC By: /s/ Owen S. Littman, Authorized Signatory | 04/24/2008 | |
By: RCG Starboard Advisors, LLC By: /s/ Owen S. Littman, Authorized Signatory | 04/24/2008 | |
By: C4S & Co., L.L.C. By: /s/ Owen S. Littman, as Attorney in Fact for Jeffrey M. Solomon, as Managing Member | 04/24/2008 | |
By: /s/ Owen S. Littman, as Attorney in Fact for Peter A. Cohen | 04/24/2008 | |
By: /s/ Owen S. Littman, as Attorney in Fact for Morgan B. Stark | 04/24/2008 | |
By: /s/ Owen S. Littman, as Attorney in Fact for Jeffrey M. Solomon | 04/24/2008 | |
By: /s/ Owen S. Littman, as Attorney in Fact for Thomas W. Strauss | 04/24/2008 | |
By: RCG Enterprise, Ltd By: /s/ Owen S. Littman, Authorized Signatory | 04/24/2008 | |
** 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). | ||
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. |