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
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)
04/29/2009
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) 04/29/2009 S(3) 233 D $10.1271 35,787 I By Leveraged Multi-Strategy Master Fund(4)
Common Stock $.40 Par Value(1)(2) 04/30/2009 S(3) 274 D $10.2222 35,513 I By Leveraged Multi-Strategy Master Fund(4)
Common Stock $.40 Par Value(1)(2) 04/29/2009 S(3) 212 D $10.1271 208,050 I By Ramius Enterprise Master Fund Ltd(5)
Common Stock $.40 Par Value(1)(2) 04/30/2009 S(3) 250 D $10.2222 207,800 I By Ramius Enterprise Master Fund Ltd(5)
Common Stock $.40 Par Value(1)(2) 04/29/2009 S(3) 189 D $10.1271 184,940 I By Ramius Multi-Strategy Master Fund Ltd(6)
Common Stock $.40 Par Value(1)(2) 04/30/2009 S(3) 222 D $10.2222 184,718 I By Ramius Multi-Strategy Master Fund Ltd(6)
Common Stock $.40 Par Value(1)(7) 04/29/2009 S(3) 1,066 D $10.1271 242,123 I By Starboard Value & Opportunity Fund(8)
Common Stock $.40 Par Value(1)(2) 04/30/2009 S(3) 1,254 D $10.2222 240,869 I By Starboard Value & Opportunity Fund(8)
Common Stock $.40 Par Value(1)(2) 192,000 I By Ramius Merger Arbitrage Master Fund(9)
Common Stock $.40 Par Value(1)(2) 797,988 I By Ramius Value and Opportunity Fund(10)
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 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 LLC (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.
5. 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.
6. 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.
7. Each Reporting Person disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of his or 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.
8. 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, 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.
9. 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.
10. 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 04/30/2009
By: Starboard Value & Opportunity Master Fund, LLC; By: /s/ Owen S. Littman, Authorized Signatory 04/30/2009
By: Ramius Multi-Strategy Master Fund Ltd; By: /s/ Owen S. Littman, Authorized Signatory 04/30/2009
By: Ramius Merger Arbitrage Master Fund Ltd; By: /s/ Owen S. Littman, Authorized Signatory 04/30/2009
By: Ramius Leveraged Multi-Strategy Master Fund Ltd; By: /s/ Owen S. Littman, Authorized Signatory 04/30/2009
By: Ramius Value and Opportunity Master Fund Ltd; By: /s/ Owen S. Littman, Authorized Signatory 04/30/2009
By: RCG Starboard Advisors, LLC; By: /s/ Owen S. Littman, Authorized Signatory 04/30/2009
By: Ramius Enterprise Master Fund Ltd; By: /s/ Owen S. Littman, Authorized Signatory 04/30/2009
By: Ramius Advisors, LLC; By: /s/ Owen S. Littman, Authorized Signatory 04/30/2009
** 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).
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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