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 Expires: December 31, 2014 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* Starboard Value & Opportunity Fund, LLC (Last) (First) (Middle) 666 THIRD AVENUE 26TH FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol ASHWORTH INC [ ASHW ]	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) 10/12/2006
	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, $.001 par value	10/12/2006		P		8,400	A	$7	1,269,434	I	See Footnotes (1) (2) (3) (4) (5) (6)
Common Stock, $.001 par value	10/13/2006		P		98,952	A	$7.1097	1,368,386	I	See Footnotes (1) (2) (3) (4) (5) (6)
Common Stock, $.001 par value	10/13/2006		P		4,200	A	$7.1	1,372,586	I	See footnotes (1) (2) (3) (4) (5) (6)
Common Stock, $.001 par value	10/12/2006		P		1,600	A	$7	241,798	I	See Footnotes (1) (2) (3) (4) (5) (6)
Common Stock, $.001 par value	10/13/2006		P		18,848	A	$7.1097	260,646	I	See Footnotes (1) (2) (3) (4) (5) (6)
Common Stock, $.001 par value	10/13/2006		P		800	A	$7.1	261,446	I	See Footnotes (1) (2) (3) (4) (5) (6)

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* Starboard Value & Opportunity Fund, LLC (Last) (First) (Middle) 666 THIRD AVENUE 26TH FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip)

1. Name and Address of Reporting Person* C4S & CO LLC (Last) (First) (Middle) 666 THIRD AVENUE 26TH FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip)

1. Name and Address of Reporting Person* COHEN PETER A (Last) (First) (Middle) 666 THIRD AVENUE 26TH FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip)

1. Name and Address of Reporting Person* STARK MORGAN B (Last) (First) (Middle) 666 THIRD AVENUE 26TH FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip)

1. Name and Address of Reporting Person* STRAUSS THOMAS W (Last) (First) (Middle) 666 THIRD AVENUE 26TH FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip)

1. Name and Address of Reporting Person* SOLOMON JEFFREY M (Last) (First) (Middle) 666 THIRD AVENUE 26TH FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip)

1. Name and Address of Reporting Person* RAMIUS CAPITAL GROUP LLC (Last) (First) (Middle) 666 THIRD AVENUE 26TH FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip)

1. Name and Address of Reporting Person* Parche, LLC (Last) (First) (Middle) 666 THIRD AVENUE 26TH FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip)

1. Name and Address of Reporting Person* Admiral Advisors, LLC (Last) (First) (Middle) 666 THIRD AVENUE 26TH FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip)

Explanation of Responses:

1. The Reporting Persons are members of the Knightspoint Group, which consists of Knightspoint Partners II, L.P. ("Knightspoint"), Michael Koeneke, David Meyer, Knightspoint Partners LLC, Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss, Jeffrey M. Solomon, Ramius Capital Group, L.L.C. ("Ramius"), Knightspoint Capital Management II LLC, Parche, LLC ("Parche"), Admiral Advisors, LLC ("Admiral"), Starboard Value and Opporutnity Master Fund Ltd. ("Starboard"), C4S & Co., L.L.C. ("C4S"), Black Sheep Partners, LLC, Black Sheep Partners II, LLC and Brian Black.

2. Starboard and Parche directly own 1,372,586 and 261,446 shares of Common Stock, respectively. As the investment manager of Starboard and the managing member of Parche, Admiral may be deemed to beneficially own the 1,372,586 shares and the 261,446 shares, respectively, of Common Stock beneficially owned by Starboard and Parche. As the sole member of Admiral, Ramius may be deemed to beneficially own the 1,372,586 shares and the 261,446 shares, respectively, of Common Stock beneficially owned by Starboard and Parche. As the managing member of Ramius, C4S may be deemed to beneficially own the 1,372,586 shares and 261,446 shares of Common Stock beneficially owned by Starboard and Parche, respectively.

3. As the managing members of C4S, each of Peter A. Cohen, Morgan B. Stark, Jeffrey M. Solomon and Thomas W. Strauss may be deemed to beneficially own the 1,372,586 shares and 261,446 shares of Common Stock beneficially owned by Starboard and Parche, respectively. Each of Messrs. Cohen, Stark, Solomon and Strauss disclaims beneficial ownership of such shares of Common Stock.

4. Black Sheep Partners, LLC and Black Sheep Partners II, LLC directly own 34,842 shares and 26,836 shares of Common Stock, respectively. As the managing director of Black Sheep Partners, LLC and Black Sheep Partners II, LLC, Messrs. Black may be deemed to beneficially own the 34,842 shares and 26,836 shares of Common Stock beneficially owned by Black Sheep Partners, LLC and Black Sheep Partners II, LLC.

5. For services provided in connection with their investment in Ashworth, Inc., Knightspoint Partners LLC receives an amount equal to 11% of the profits realized by Parche and Starboard on their investment in Ashworth, Inc., which currently consists of 1,634,032 shares of Common Stock of Ashworth, Inc. Knightspoint Partners also receives an amount equal to 15% of the profits realized by Blacksheep Partners, LLC and Black Sheep Partners II, LLC on their investment in Ashworth, Inc. which currently consists of 61,678 shares of Common Stock of Ashworth, Inc. "Profits" are defined as pre-tax capital gains (losses) plus dividends less applicable broker fees and allocated Transaction Expenses. "Transaction Expenses" are defined as any direct expenses incurred by the group in connection with the investment including documented legal, travel and other "out of pocket" expenses

6. 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.

	/s/ Jeffrey M. Solomon for Starboard Value and Opportunity Master Fund Ltd.	10/16/2006
	/s/ Jeffrey M. Solomon for C4S & Co., L.L.C.	10/16/2006
	/s/ Jeffrey M. Solomon, as Attorney-in-Fact for Peter A. Cohen	10/16/2006
	/s/ Jeffrey M. Solomon, as Attorney-in-Fact for Morgan B. Stark	10/16/2006
	/s/ Jeffrey M. Solomon, as Attorney-in-Fact for Thomas W. Strauss	10/16/2006
	/s/ Jeffrey M. Solomon	10/16/2006
	/s/ Jeffrey M. Solomon for Ramius Capital Group, L.L.C.	10/16/2006
	/s/ Jeffrey M. Solomon for Parche, LLC	10/16/2006
	/s/ Jeffrey M. Solomon for Admiral Advisors, LLC	10/16/2006
	** 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 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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