PHOENIX TECHNOLOGIES LTD 4
4 · PHOENIX TECHNOLOGIES LTD · Filed Nov 24, 2010
Insider Transaction Report
Form 4
Ramius LLC
10% Owner
Transactions
- Disposition to Issuer
Common Stock, $0.001 par value
2010-11-23−683,265→ 0 total(indirect: By Ramius Navigation Master Fund Ltd) - Disposition to Issuer
Common Stock, $0.001 par value
2010-11-23−1,938,814→ 0 total(indirect: By RCG PB, Ltd) - Disposition to Issuer
Common Stock, $0.001 par value
2010-11-23−2,481,421→ 0 total(indirect: By Ramius Value and Opportunity Master Fund Ltd)
Footnotes (3)
- [F1]This Form 4 is filed jointly by Ramius Value and Opportunity Master Fund Ltd, Ramius Navigation Master Fund Ltd, RCG PB, Ltd, Ramius Enterprise Master Fund Ltd, Ramius Advisors, LLC, Ramius Value and Opportunity Advisors LLC and Ramius LLC (collectively, the "Reporting Persons"). The Reporting Persons are members of a Section 13(d) group with respect to the securities of the Issuer. 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 first of two identical reports relating to the same transaction being filed with the Securities and Exchange Commission.
- [F2](Continued from previous footnote) Each Reporting Person 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.
- [F3]Shares were disposed of pursuant to that certain Agreement and Plan of Merger, dated August 17, 2010, by and among the Issuer, Pharaoh Acquisition LLC (f/k/a Pharaoh Acquisition Corp.) and Pharaoh Merger Sub Corp., a wholly-owned subsidiary of Pharaoh Acquisition LLC, as amended on October 21, 2010 and November 3, 2010, in exchange for the right to receive $4.20 in cash per share of Common Stock.