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

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PHOENIX TECHNOLOGIES LTD [ PTEC ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/02/2009

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, $0.001 Par Value⁽¹⁾⁽²⁾	12/02/2009		P		1,573	A	$2.7	671,383	I	By Ramius Enterprise Master Fund Ltd⁽³⁾⁽⁴⁾
Common Stock, $0.001 Par Value⁽¹⁾⁽²⁾	12/02/2009		P		4,927	A	$2.7003	676,310	I	By Ramius Enterprise Master Fund Ltd⁽³⁾⁽⁴⁾
Common Stock, $0.001 Par Value⁽¹⁾⁽²⁾	12/03/2009		P		3,250	A	$2.7	679,560	I	By Ramius Enterprise Master Fund Ltd⁽³⁾⁽⁴⁾
Common Stock, $0.001 Par Value⁽¹⁾⁽²⁾	12/03/2009		P		572	A	$2.6851	680,132	I	By Ramius Enterprise Master Fund Ltd⁽³⁾⁽⁴⁾
Common Stock, $0.001 Par Value⁽¹⁾⁽²⁾	12/03/2009		P		3,133	A	$2.6939	683,265	I	By Ramius Enterprise Master Fund Ltd⁽³⁾⁽⁴⁾
Common Stock, $0.001 Par Value⁽¹⁾⁽²⁾	12/02/2009		P		5,929	A	$2.7	2,436,635	I	By Ramius Value and Opportunity Master Fund Ltd⁽⁵⁾⁽⁶⁾
Common Stock, $0.001 Par Value⁽¹⁾⁽²⁾	12/02/2009		P		18,571	A	$2.7003	2,455,206	I	By Ramius Value and Opportunity Master Fund Ltd⁽⁵⁾⁽⁶⁾
Common Stock, $0.001 Par Value⁽¹⁾⁽²⁾	12/03/2009		P		12,250	A	$2.7	2,467,456	I	By Ramius Value and Opportunity Master Fund Ltd⁽⁵⁾⁽⁶⁾
Common Stock, $0.001 Par Value⁽¹⁾⁽²⁾	12/03/2009		P		2,156	A	$2.6851	2,469,612	I	By Ramius Value and Opportunity Master Fund Ltd⁽⁵⁾⁽⁶⁾
Common Stock, $0.001 Par Value⁽¹⁾⁽²⁾	12/03/2009		P		11,809	A	$2.6939	2,481,421	I	By Ramius Value and Opportunity Master Fund Ltd⁽⁵⁾⁽⁶⁾
Common Stock, $0.001 Par Value⁽¹⁾⁽²⁾	12/02/2009		P		4,598	A	$2.7	1,904,082	I	By RCG PB, Ltd⁽⁷⁾
Common Stock, $0.001 Par Value⁽¹⁾⁽²⁾	12/02/2009		P		14,402	A	$2.7003	1,918,484	I	By RCG PB, Ltd⁽⁷⁾
Common Stock, $0.001 Par Value⁽¹⁾⁽²⁾	12/03/2009		P		9,500	A	$2.7	1,927,984	I	By RCG PB, Ltd⁽⁷⁾
Common Stock, $0.001 Par Value⁽¹⁾⁽²⁾	12/03/2009		P		1,672	A	$2.6851	1,929,656	I	By RCG PB, Ltd⁽⁷⁾
Common Stock, $0.001 Par Value⁽¹⁾⁽²⁾	12/03/2009		P		9,158	A	$2.6939	1,938,814	I	By RCG PB, Ltd⁽⁷⁾

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

(Street)

NEW YORK

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^*

C4S & CO LLC

(Last)

(First)

(Middle)

C/O RAMIUS LLC,

599 LEXINGTON AVENUE

(Street)

NEW YORK

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

(Street)

NEW YORK

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^*

SOLOMON JEFFREY M

(Last)

(First)

(Middle)

C/O RAMIUS LLC,

599 LEXINGTON AVENUE

(Street)

NEW YORK

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^*

STARK MORGAN B

(Last)

(First)

(Middle)

C/O RAMIUS LLC,

599 LEXINGTON AVENUE

(Street)

NEW YORK

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^*

STRAUSS THOMAS W

(Last)

(First)

(Middle)

C/O RAMIUS LLC,

599 LEXINGTON AVENUE

(Street)

NEW YORK

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

(Street)

NEW YORK

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^*

RCG HOLDINGS LLC

(Last)

(First)

(Middle)

C/O RAMIUS LLC,

599 LEXINGTON AVENUE

(Street)

NEW YORK

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. 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 second of two identical reports relating to the same transaction being filed with the Securities and Exchange Commission.

2. Each Reporting Person (other than Ramius Enterprise Master Fund Ltd, Ramius Value and Opportunity Master Fund Ltd and RCG PB, Ltd) disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of 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.

3. Shares of Common Stock beneficially owned by Ramius Enterprise Master Fund Ltd (Enterprise Master Fund). As the sole member of Ramius Advisors, LLC (Ramius Advisors), the investment advisor of Enterprise Master Fund, Ramius LLC (Ramius) may be deemed to beneficially own the shares of Common Stock beneficially owned by Enterprise Master Fund. As the sole member of Ramius, Cowen Group, Inc. (Cowen) may be deemed to beneficially own the shares of Common Stock beneficially owned by Enterprise Master Fund. As the majority shareholder of Cowen, RCG Holdings LLC (RCG Holdings) may be deemed to beneficially own the shares of Common Stock beneficially owned by Enterprise Master Fund. As the managing member of RCG Holdings, C4S & Co., L.L.C. (C4S) may be deemed to beneficially own the shares of Common Stock beneficially owned by Enterprise Master Fund.

4. (Continued from previous footnote). 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 Enterprise Master Fund.

5. Shares of Common Stock beneficially owned by Ramius Value and Opportunity Master Fund Ltd (Value and Opportunity Master Fund). As the sole member of RCG Starboard Advisors, LLC (RCG Starboard Advisors), the investment manager of Value and Opportunity Master Fund, Ramius may be deemed to beneficially own the shares of Common Stock beneficially owned by Value and Opportunity Master Fund. As the sole member of Ramius, Cowen may be deemed to beneficially own the shares of Common Stock beneficially owned by Value and Opportunity Master Fund. As the majority shareholder of Cowen, RCG Holdings may be deemed to beneficially own the shares of Common Stock beneficially owned by Value and Opportunity Master Fund.

6. (Continued from previous footnote). As the managing member of RCG Holdings, C4S may be deemed to beneficially own the shares of Common Stock beneficially owned by Value and Opportunity Master Fund. As the managing members of C4S, each of Messrs. Cohen, Stark, Solomon and Strauss may be deemed to beneficially own the shares of Common Stock beneficially owned by Value and Opportunity Master Fund.

7. Shares of Common Stock beneficially owned by RCG PB, Ltd (RCG PB). As the sole member of Ramius Advisors, the investment advisor of RCG PB, Ramius may be deemed to beneficially own the shares of Common Stock beneficially owned by RCG PB. As the sole member of Ramius, Cowen may be deemed to beneficially own the shares of Common Stock beneficially owned by RCG PB. As the majority shareholder of Cowen, RCG Holdings may be deemed to beneficially own the shares of Common Stock beneficially owned by RCG PB. As the managing member of RCG Holdings, C4S may be deemed to beneficially own the shares of Common Stock beneficially owned by RCG PB. As the managing members of C4S, each of Messrs. Cohen, Stark, Solomon and Strauss may be deemed to beneficially own the shares of Common Stock beneficially owned by RCG PB.

Remarks:

	/s/ Owen S. Littman, Authorized Signatory	12/04/2009
	/s/ Owen S. Littman, as Attorney in Fact for Jeffrey M. Solomon, Managing Member	12/04/2009
	/s/ Owen S. Littman, as Attorney in Fact for Peter A. Cohen	12/04/2009
	/s/ Owen S. Littman, as Attorney in Fact for Jeffrey M. Solomon	12/04/2009
	/s/ Owen S. Littman, as Attorney in Fact for Morgan B. Stark	12/04/2009
	/s/ Owen S. Littman, as Attorney in Fact for Thomas W. Strauss	12/04/2009
	/s/ Owen S. Littman, Authorized Signatory	12/04/2009
	/s/ Owen S. Littman, Authorized Signatory	12/04/2009
	** 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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