SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

RAMIUS CAPITAL GROUP LLC

(Last)

(First)

(Middle)

666 THIRD AVE

26TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/17/2006

3. Issuer Name and Ticker or Trading Symbol
PEP BOYS MANNY MOE & JACK [ PBY ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	372,630⁽¹⁾⁽²⁾⁽³⁾	I⁽¹⁾⁽²⁾⁽³⁾	By Parche, LLC⁽¹⁾⁽²⁾⁽³⁾
Common Stock	1,014,021⁽¹⁾⁽²⁾⁽³⁾	I⁽¹⁾⁽²⁾⁽³⁾	By Starboard Value and Opportunity Master Fund, Ltd.⁽¹⁾⁽²⁾⁽³⁾
Common Stock	101,312⁽¹⁾⁽²⁾⁽³⁾	I⁽¹⁾⁽²⁾⁽³⁾	By RCG Ambrose Master Fund, Ltd.⁽¹⁾⁽²⁾⁽³⁾
Common Stock	107,471⁽¹⁾⁽²⁾⁽³⁾	I⁽¹⁾⁽²⁾⁽³⁾	By RCG Halifax Fund, Ltd.⁽¹⁾⁽²⁾⁽³⁾
Common Stock	404,276⁽¹⁾⁽²⁾⁽³⁾	I⁽¹⁾⁽²⁾⁽³⁾	By Ramius Master Fund, Ltd.⁽¹⁾⁽²⁾⁽³⁾
Common Stock	23,285⁽¹⁾⁽²⁾⁽³⁾	I⁽¹⁾⁽²⁾⁽³⁾	By Ramius Master III, Ltd.⁽¹⁾⁽²⁾⁽³⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
4.25% Convertible Debentures	05/21/2002	06/01/2007	Common Stock	89,297	$22.4	I⁽¹⁾⁽²⁾⁽³⁾	By RCG Carpathia Master Fund Ltd.⁽¹⁾⁽²⁾⁽³⁾

1. Name and Address of Reporting Person^*

RAMIUS CAPITAL GROUP LLC

(Last)

(First)

(Middle)

666 THIRD AVE

26TH FLOOR

(Street)

NEW YORK

10017

(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^*

RCG HALIFAX FUND LTD

(Last)

(First)

(Middle)

(Street)

(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^*

RAMIUS MASTER FUND LTD

(Last)

(First)

(Middle)

(Street)

(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^*

RAMIUS ADVISORS LLC

(Last)

(First)

(Middle)

(Street)

(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^*

Parche, LLC

(Last)

(First)

(Middle)

(Street)

(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^*

Admiral Advisors, LLC

(Last)

(First)

(Middle)

(Street)

(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^*

RCG Ambrose Master Fund, Ltd.

(Last)

(First)

(Middle)

(Street)

(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^*

RAMIUS FUND III LTD

(Last)

(First)

(Middle)

(Street)

(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^*

RCG CARPATHIA MASTER FUND LTD

(Last)

(First)

(Middle)

(Street)

(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^*

Starboard Value & Opportunity Master Fund Ltd

(Last)

(First)

(Middle)

(Street)

(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 Parche, LLC, Starboard Value and Opportunity Master Fund Ltd., RCG Ambrose Master Fund, Ltd., RCG Halifax Fund, Ltd., Ramius Master Fund, Ltd., Ramius Master Fund III, Ltd. and RCG Carpathia Master Fund, Ltd. As the managing member of Parche, LLC and the investment manager of Starboard Value and Opportunity Master Fund Ltd., Admiral Advisors, LLC may be deemed to beneficially own the shares of Common Stock owned by Parche, LLC and Starboard Value and Opportunity Master Fund Ltd. As the investment manager of Ramius Master Fund, Ltd. and Ramius Fund III, Ltd, Ramius Advisors, LLC may be deemed to beneficially own the shares of Common Stock owned by Ramius Master Fund, Ltd. and Ramius Fund III, Ltd.

2. (Continuation of Footnote 1) As the sole member of Admiral Advisors, LLC and Ramius Advisors, LLC and the investment manager of RCG Carpathia Master Fund, Ltd., RCG Ambrose Master Fund, Ltd. and RCG Halifax Fund, Ltd., Ramius Capital Group, L.L.C. may be deemed to beneficially own shares of Common Stock owned by Parche, LLC, Starboard Value and Opportunity Master Fund Ltd., RCG Carpathia Master Fund, Ltd., RCG Ambrose Master Fund, Ltd., RCG Halifax Fund, Ltd., Ramius Master Fund, Ltd. and Ramius Fund III, Ltd. As the managing member of Ramius Capital Group, L.L.C., C4S & Co., L.L.C. may be deemed to beneficially own the shares of Common Stock owned by Parche, LLC, Starboard Value and Opportunity Master Fund Ltd., RCG Carpathia Master Fund, Ltd., RCG Ambrose Master Fund, Ltd., RCG Halifax Fund, Ltd., Ramius Master Fund, Ltd. and Ramius Fund III, Ltd.

3. (Continuation of Footnote 2) As the managing members of C4S & Co., L.L.C., 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 owned by Parche, LLC, Starboard Value and Opportunity Master Fund Ltd., RCG Carpathia Master Fund, Ltd., RCG Ambrose Master Fund, Ltd., RCG Halifax Fund, Ltd., Ramius Master Fund, Ltd. and Ramius Fund III, Ltd. Messrs. Cohen, Stark, Solomon and Strauss disclaim beneficial ownership of such shares. 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.

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. 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 being filed with Ramius Capital Group, L.L.C. as the first named reporting person on each report with respect to itself and a total of 14 other Reporting Persons and relating to the same transactions.

	/s/ Morgan B. Stark, managing member of C4S & Co., L.L.C., its managing member	08/23/2006
	** 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 5 (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.