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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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 20TH FLOOR (Street) NEW YORK CITY NY 10022 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol CPI CORP [ CPY ]	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) 04/22/2009
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock $.40 Par Value(1)(2)	04/22/2009		S(3)		1,003	D	$10.0656	280,997	I	By Starboard Value & Opportunity Fund(4)
Common Stock $.40 Par Value(1)(2)	04/22/2009		S(3)		219	D	$10.0656	44,281	I	Leveraged Multi-Strategy Master Fund(5)
Common Stock $.40 Par Value(1)(2)	04/22/2009		S(3)		200	D	$10.0656	215,800	I	Ramius Enterprise Master Fund Ltd(6)
Common Stock $.40 Par Value(1)(2)	04/22/2009		S(3)		178	D	$10.0656	191,822	I	Ramius Multi-Strategy Master Fund Ltd(7)
Common Stock $.40 Par Value(1)(2)								192,000	I	Ramius Merger Arbitrage Master Fund Ltd(8)
Common Stock $.40 Par Value(1)(2)								797,988	I	Ramius Value & Opportunity Master Fund(9)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* RAMIUS LLC (Last) (First) (Middle) 599 LEXINGTON AVENUE 20TH FLOOR (Street) NEW YORK CITY NY 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* Starboard Value & Opportunity Fund, LLC (Last) (First) (Middle) CITCO FUND SERVICES LTD CORPORATE CENTER, WEST BAY ROAD (Street) GRAND CAYMAN (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* RAMIUS MASTER FUND LTD (Last) (First) (Middle) CITCO FUND SERVICES LIMITED CORPORATE CENTER, WEST BAY ROAD (Street) GRAND CAYMAN (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 Ambrose Master Fund, Ltd. (Last) (First) (Middle) CITCO FUND SERVICES LIMITED CORPORATE CENTER, WEST BAY ROAD (Street) GRAND CAYMAN (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 HALIFAX FUND LTD (Last) (First) (Middle) CITCO FUND SERVICES LIMITED CORPORATE CENTER, WEST BAY ROAD (Street) GRAND CAYMAN (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* Starboard Value & Opportunity Master Fund Ltd (Last) (First) (Middle) C/O RAMIUS LLC 599 LEXINGTON AVENUE (Street) NEW YORK CITY NY 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 STARBOARD ADVISORS, LLC (Last) (First) (Middle) C/O RAMIUS LLC 599 LEXINGTON AVENUE (Street) NEW YORK CITY NY 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 Enterprise Ltd (Last) (First) (Middle) C/O RAMIUS LLC 599 LEXINGTON AVENUE (Street) NEW YORK CITY NY 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* RAMIUS ADVISORS LLC (Last) (First) (Middle) C/O RAMIUS LLC 599 LEXINGTON AVENUE (Street) NEW YORK CITY NY 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 first of two identical reports relating to the same transactions being filed with the Securities and Exchange Commission.

2. 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.

3. The reported transaction was effected pursuant to a Rule 10b5-1 Sales Plan Agreement.

4. Shares of Common Stock beneficially owned by Starboard Value & Opportunity Fund, LLC (Starboard Value & Opportunity Fund). RCG Starboard Advisors, LLC, (RCG Starboard Advisors), as the managing member of Starboard Value & Opportunity Fund, may be deemed to beneficially own the shares of Common Stock beneficially owned by Starboard Value & Opportunity Fund. Ramius LLC (Ramius), as the sole member of RCG Starboard Advisors, may be deemed to beneficially own the shares of Common Stock beneficially owned by Starboard Value & Opportunity Fund.

5. Shares of Common Stock beneficially owned by Ramius Leveraged Multi-Strategy Master Fund Ltd (Leveraged Multi-Strategy Master Fund). Ramius Advisors, LLC (Ramius Advisors), as the investment advisor of Leveraged Multi-Strategy Master Fund, may be deemed to beneficially own the shares of Common Stock beneficially owned by Leveraged Multi-Strategy Master Fund. Ramius, as the sole member of Ramius Advisors, may be deemed to beneficially own the shares of Common Stock beneficially owned by Leveraged Multi-Strategy Master Fund.

6. Shares of Common Stock beneficially owned by Ramius Enterprise Master Fund Ltd (Enterprise Master Fund). Ramius Advisors, as the investment advisor of Enterprise Master Fund, may be deemed to beneficially own the shares of Common Stock beneficially owned by Enterprise Master Fund. Ramius, as the sole member of Ramius Advisors, may be deemed to beneficially own the shares of Common Stock beneficially owned by Enterprise Master Fund.

7. Shares of Common Stock beneficially owned by Ramius Multi-Strategy Master Fund Ltd (Multi-Strategy Master Fund). Ramius Advisors, as the investment advisor of Multi-Strategy Master Fund, may be deemed to beneficially own the shares of Common Stock beneficially owned by Multi-Strategy Master Fund. Ramius, as the sole member of Ramius Advisors, may be deemed to beneficially own the shares of Common Stock beneficially owned by Multi-Strategy Master Fund.

8. Shares of Common Stock beneficially owned by Ramius Merger Arbitrage Master Fund Ltd (Merger Arbitrage Master Fund). Ramius Advisors, as the investment advisor of Merger Arbitrage Master Fund, may be deemed to beneficially own the shares of Common Stock beneficially owned by Merger Arbitrage Master Fund. Ramius, as the sole member of Ramius Advisors, may be deemed to beneficially own the shares of Common Stock beneficially owned by Merger Arbitrage Master Fund.

9. Shares of Common Stock beneficially owned by Ramius Value and Opportunity Master Fund Ltd (Value and Opportunity Master Fund). RCG Starboard Advisors, as the investment manager of Value and Opportunity Master Fund, may be deemed to beneficially own the shares of Common Stock beneficially owned by Value and Opportunity Master Fund. Ramius, as the sole member of RCG Starboard Advisors, may be deemed to beneficially own the shares of Common Stock beneficially owned by Value and Opportunity Master Fund.

	By: Ramius LLC; By: /s/ Owen S. Littman, Authorized Signatory	04/24/2009
	By: Starboard Value & Opportunity Master Fund, LLC; By: /s/ Owen S. Littman, Authorized Signatory	04/24/2009
	By: Ramius Multi-Strategy Master Fund Ltd; By: /s/ Owen S. Littman, Authorized Signatory	04/24/2009
	By: Ramius Merger Arbitrage Master Fund Ltd; By: /s/ Owen S. Littman, Authorized Signatory	04/24/2009
	By: Ramius Leveraged Multi-Strategy Master Fund Ltd; By: /s/ Owen S. Littman, Authorized Signatory	04/24/2009
	By: Ramius Value and Opportunity Master Fund Ltd; By: /s/ Owen S. Littman, Authorized Signatory	04/24/2009
	By: RCG Starboard Advisors, LLC; By: /s/ Owen S. Littman, Authorized Signatory	04/24/2009
	By: Ramius Enterprise Master Fund Ltd; By: /s/ Owen S. Littman, Authorized Signatory	04/24/2009
	By: Ramius Advisors, LLC; By: /s/ Owen S. Littman, Authorized Signatory	04/24/2009
	** 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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