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^*

D.B. ZWIRN & CO., L.P.

(Last)

(First)

(Middle)

745 FIFTH AVENUE

18TH FLOOR

(Street)

NEW YORK

10151

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SCHULMAN A INC [ SHLM ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2007

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)
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	02/23/2007		P		340	A	$21.2153	13,487⁽¹⁾⁽²⁾⁽³⁾	I⁽¹⁾⁽²⁾⁽³⁾	By D.B. Zwirn Special Opportunities Fund, L.P.⁽¹⁾⁽²⁾⁽³⁾
Common Stock	02/23/2007		P		487	A	$21.2153	68,943⁽¹⁾⁽²⁾⁽³⁾	I⁽¹⁾⁽²⁾⁽³⁾	By D.B. Zwirn Special Opportunities Fund, Ltd.⁽¹⁾⁽²⁾⁽³⁾
Common Stock	02/26/2007		P		344	A	$21.205	13,831⁽¹⁾⁽²⁾⁽³⁾	I⁽¹⁾⁽²⁾⁽³⁾	By D.B. Zwirn Special Opportunities Fund, L.P.⁽¹⁾⁽²⁾⁽³⁾
Common Stock	02/26/2007		P		494	A	$21.205	69,437⁽¹⁾⁽²⁾⁽³⁾	I⁽¹⁾⁽²⁾⁽³⁾	By D.B. Zwirn Special Opportunities Fund, Ltd.⁽¹⁾⁽²⁾⁽³⁾
Common Stock								29,412⁽¹⁾⁽²⁾⁽³⁾	I⁽¹⁾⁽²⁾⁽³⁾	By HCM/Z Special Opportunities LLC⁽¹⁾⁽²⁾⁽³⁾

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^*

D.B. ZWIRN & CO., L.P.

(Last)

(First)

(Middle)

745 FIFTH AVENUE

18TH FLOOR

(Street)

NEW YORK

10151

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, L.P.

(Last)

(First)

(Middle)

745 FIFTH AVENUE

18TH FLOOR

(Street)

NEW YORK

10151

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

HCM/Z Special Opportunities LLC

(Last)

(First)

(Middle)

745 FIFTH AVENUE

18TH FLOOR

(Street)

NEW YORK

10151

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

DBZ GP, LLC

(Last)

(First)

(Middle)

745 FIFTH AVENUE

18TH FLOOR

(Street)

NEW YORK

10151

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ZWIRN HOLDINGS, LLC

(Last)

(First)

(Middle)

745 FIFTH AVENUE

18TH FLOOR

(Street)

NEW YORK

10151

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ZWIRN DANIEL B

(Last)

(First)

(Middle)

745 FIFTH AVENUE

18TH FLOOR

(Street)

NEW YORK

10151

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, LTD.

(Last)

(First)

(Middle)

C/O HIGHBRIDGE CAPITAL CORPORATION

CORP. CENTRE, 4TH FL, 27 HOSPITAL RD

(Street)

GRAND CAYMAN, CAYMAN ISLANDS

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Includes shares owned directly by D.B. Zwirn Special Opportunities Fund, L.P., D.B. Zwirn Special Opportunities Fund, Ltd. and HCM/Z Special Opportunities LLC. As the manager of D.B. Zwirn Special Opportunities Fund, L.P., D.B. Zwirn Special Opportunities Fund, Ltd. and HCM/Z Special Opportunities LLC, D.B. Zwirn & Co., L.P. may be deemed to beneficially own the shares of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund, L.P., D.B. Zwirn Special Opportunities Fund, Ltd. and HCM/Z Special Opportunities LLC. As the general partner of D.B. Zwirn & Co., L.P., DBZ GP, LLC may be deemed to beneficially own the shares of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund, L.P., D.B. Zwirn Special Opportunities Fund, Ltd. and HCM/Z Special Opportunities LLC.

2. (Continuation of Footnote 1) As the managing member of DBZ GP, LLC, Zwirn Holdings, LLC may be deemed to beneficially own the shares of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund, L.P., D.B. Zwirn Special Opportunities Fund, Ltd. and HCM/Z Special Opportunities LLC. As the managing member of Zwirn Holdings, LLC, Daniel B. Zwirn may be deemed to beneficially own the shares of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund, L.P., D.B. Zwirn Special Opportunities Fund, Ltd. and HCM/Z Special Opportunities LLC.

3. 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.

Remarks:

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 Common Stock.

	D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, L.P., By: D.B. ZWIRN PARTNERS, LLC, its general partner, By: ZWIRN HOLDINGS, LLC, its managing member, By: /s/ Daniel B. Zwirn, its managing member	02/27/2007
	D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, LTD., By: D.B. Zwirn & Co., L.P., its manager, By: DBZ GP, LLC, its general partner, By: Zwirn Holdings, LLC, its managing member, By: /s/ Daniel B. Zwirn, its managing member	02/27/2007
	HCM/Z SPECIAL OPPORTUNITIES LLC, By: D.B. Zwirn & Co., L.P., its manager, By: DBZ GP, LLC, its general partner, By: Zwirn Holdings, LLC, its managing member, By: /s/ Daniel B. Zwirn, its managing member	02/27/2007
	D.B. ZWIRN & CO., L.P., By: DBZ GP, LLC, its general partner, By: Zwirn Holdings, LLC, its managing member, By: /s/ Daniel B. Zwirn, its managing member	02/27/2007
	DBZ GP, LLC, By: Zwirn Holdings, LLC, its managing member, By: /s/ Daniel B. Zwirn, its managing member	02/27/2007
	ZWIRN HOLDINGS, LLC, By: /s/ Daniel B. Zwirn, its managing member	02/27/2007
	/s/ Daniel B. Zwirn	02/27/2007
	** 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.
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