SEC FORM 4

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^*

LEDER MARC J

(Last)

(First)

(Middle)

C/O SUN CAPITAL SECURITIES, LLC

5200 TOWN CENTER CIRCLE, SUITE 470

(Street)

BOCA RATON

33486

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SHARPER IMAGE CORP [ SHRP ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/01/2007

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾	02/01/2007		A		27⁽¹⁾	A	$0.00	27	D⁽¹⁾
Common Stock⁽²⁾⁽³⁾								1,469,000	I⁽²⁾⁽³⁾	See footnotes.⁽²⁾⁽³⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Director's Stock Option⁽⁴⁾	$9.67	02/01/2007		A		27		02/01/2007	02/01/2017	Common Stock	27	$0.00	27	D

Explanation of Responses:

1. This restricted stock award is subject to vesting requirements. The 27 shares of restricted common stock are subject to forfeiture if Mr. Leder ceases to be a director of the Issuer prior to February 1, 2008. Mr. Leder is the direct beneficial owner of such 27 shares of restricted common stock.

2. SCSF Equities, LLC, a Delaware limited liability company ("SCSF Equities"), is the direct beneficial owner of 1,469,000 shares of common stock reported in Table I. Mr. Leder owns 50% of the membership interests in Sun Capital Securities, LLC, a Delaware limited liability company, which in turn is the general partner of Sun Capital Securities Advisors, LP, a Delaware limited partnership, which in turn is the general partner of Sun Capital Securities Fund, LP, a Delaware limited partnership, which in turn is the managing member of SCSF Equities. Mr. Leder is one of two directors of Sun Capital Securities Offshore Fund, Ltd., a Cayman Islands corporation, which in turn owns a majority of the membership interests of SCSF Equities. Accordingly, Mr. Leder may be deemed to be the indirect beneficial owner of the 1,469,000 shares of common stock directly beneficially owned by SCSF Equities.

3. Mr. Leder expressly disclaims beneficial ownership of the shares of common stock reported in Table I directly beneficially owned by SCSF Equities, except to the extent of any pecuniary interest therein. The filing of this form shall not be deemed an admission that Mr. Leder is, for Section 16 purposes or otherwise, the beneficial owner of such shares.

4. This stock option award is subject to vesting requirements. The option is immediately exercisable, but the 27 shares of common stock issuable upon exercise of the option are subject to repurchase by the Issuer if Mr. Leder ceases to be a director of the Issuer prior to February 1, 2008. Mr. Leder is the direct beneficial owner of such 27 shares of common stock underlying this option. This excludes other stock options previously granted and reported.

	Daniel W. Nelson for Marc Leder	02/05/2007
	** 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 4 (b)(v).
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