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* SCSF Equities, LLC (Last) (First) (Middle) 5200 TOWN CENTER CIRCLE, SUITE 470 (Street) BOCA RATON FL 33486 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/23/2007	3. Issuer Name and Ticker or Trading Symbol SHARPER IMAGE CORP [ SHRP ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	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	2,959,000(1)	D
Common Stock	2,959,000(2)(3)	I	By SCSF Equities, LLC

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* SCSF Equities, LLC (Last) (First) (Middle) 5200 TOWN CENTER CIRCLE, SUITE 470 (Street) BOCA RATON FL 33486 (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* Sun Capital Securities Advisors, LP (Last) (First) (Middle) 5200 TOWN CENTER CIRCLE, SUITE 470 (Street) BOCA RATON FL 33486 (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* SUN CAPITAL SECURITIES FUND L P (Last) (First) (Middle) 5200 TOWN CENTER CIRCLE, SUITE 470 (Street) BOCA RATON FL 33486 (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* Sun Capital Securities Offshore Fund Ltd (Last) (First) (Middle) 5200 TOWN CENTER CIRCLE, SUITE 470 (Street) BOCA RATON FL 33486 (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* Sun Capital Securities, LLC (Last) (First) (Middle) 5200 TOWN CENTER CIRCLE, SUITE 470 (Street) BOCA RATON FL 33486 (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* KROUSE RODGER R (Last) (First) (Middle) 5200 TOWN CENTER CIRCLE, SUITE 470 (Street) BOCA RATON FL 33486 (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* LEDER MARC J (Last) (First) (Middle) 5200 TOWN CENTER CIRCLE, SUITE 470 (Street) BOCA RATON FL 33486 (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. SCSF Equities, LLC, a Delaware limited liability company ("SCSF Equities"), is the direct beneficial owner of the shares reported in Table I.

2. The securities reported in Table I may be deemed to be beneficially owned by Sun Capital Securities Offshore Fund, Ltd., a Cayman Islands corporation ("Sun Offshore Fund"), Sun Capital Securities Fund, LP, a Delaware limited partnership ("Sun Securities Fund"), Sun Capital Securities Advisors, LP, a Delaware limited partnership ("Sun Advisors"), Sun Capital Securities, LLC, a Delaware limited liability company ("Sun Capital Securities"), Marc J. Leder ("Leder") and Rodger R. Krouse ("Krouse"). Leder and Krouse may each be deemed to control SCSF Equities, Sun Securities Fund and Sun Advisors, as Leder and Krouse each own 50% of the membership interests in Sun Capital Securities, which in turn is the general partner of Sun Advisors, which in turn is the general partner of Sun Securities Fund. Sun Offshore Fund owns a majority of the membership interests in SCSF Equities.

3. Leder and Krouse may each be deemed to control the Sun Offshore Fund by virtue of their being the only directors of the Sun Offshore Fund. Sun Offshore Fund, Sun Securities Fund, Sun Advisors, Sun Capital Securities, Leder and Krouse expressly disclaim beneficial ownership of the shares reported in Table I, except to the extent of any pecuniary interest therein. The filing of this form shall not be deemed an admission that the Reporting Person is, for Section 16 purposes or otherwise, the beneficial owner of such shares.

Remarks:

Exhibit 24 - Limited Power of Attorney, dated June 29, 2006, by and among the Reporting Persons (incorporated herein by reference to Exhibit B to Amendment No. 1 to Schedule 13D filed by the Reporting Persons with respect to the Issuer on February 1, 2007).

	SCSF EQUITIES, LLC, By: /s/ Michael H. Kalb, as Attorney-in-Fact for Marc J. Leder, its Co-CEO	05/24/2007
	SUN CAPITAL SECURITIES ADVISORS, LP, By: Sun Capital Securities, LLC, Its: General Partner, By: /s/ Michael H. Kalb, as Attorney-in-Fact for Marc J. Leder, its Co-CEO	05/24/2007
	SUN CAPITAL SECURITIES FUND, LP, By: Sun Capital Securities Advisors, LP, Its: General Partner, By: Sun Capital Securities, LLC, Its: General Partner, By: /s/ Michael H. Kalb, as Attorney-in-Fact for Marc J. Leder, its Co-CEO	05/24/2007
	SUN CAPITAL SECURITIES OFFSHORE FUND, LTD., By: /s/ Michael H. Kalb, as Attorney-in-Fact for Marc J. Leder, its Director	05/24/2007
	SUN CAPITAL SECURITIES, LLC, By: /s/ Michael H. Kalb, as Attorney-in-Fact for Marc J. Leder, its Co-CEO	05/24/2007
	/s/ Michael H. Kalb, as Attorney-in-Fact for Rodger R. Krouse	05/24/2007
	/s/ Michael H. Kalb, as Attorney-in-Fact for Marc J. Leder	05/24/2007
	** 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 5 (b)(v).
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