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 CAPITAL GROUP LLC (Last) (First) (Middle) 599 LEXINGTON AVENUE, 20TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol PHOENIX TECHNOLOGIES LTD [ PTEC ]	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) 04/17/2008
	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, $0.001 par value	04/17/2008		S		3,920	D	$14.6329	507,734	I	By Parche, LLC(1)
Common Stock, $0.001 par value	04/18/2008		S		1,600	D	$14.7862	506,134	I	By Parche, LLC(1)
Common Stock, $0.001 par value	04/18/2008		S		880	D	$14.7471	505,254	I	By Parche, LLC(1)
Common Stock, $0.001 par value	04/21/2008		S		2,400	D	$15.0931	502,854	I	By Parche, LLC(1)
Common Stock, $0.001 par value	04/21/2008		S		3,200	D	$15.2115	499,654	I	By Parche, LLC(1)
Common Stock, $0.001 par value	04/17/2008		S		20,580	D	$14.6329	2,665,607	I	By Starboard Value(2)
Common Stock, $0.001 par value	04/18/2008		S		8,400	D	$14.7862	2,657,207	I	By Starboard Value(2)
Common Stock, $0.001 par value	04/18/2008		S		4,620	D	$14.7471	2,652,587	I	By Starboard Value(2)
Common Stock, $0.001 par value	04/21/2008		S		12,600	D	$15.0931	2,639,987	I	By Starboard Value(2)
Common Stock, $0.001 par value	04/21/2008		S		16,800	D	$15.2115	2,623,187	I	By Starboard Value(2)

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 CAPITAL GROUP LLC (Last) (First) (Middle) 599 LEXINGTON AVENUE, 20TH FLOOR (Street) NEW YORK 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) 599 LEXINGTON AVENUE, 20TH FLOOR (Street) NEW YORK 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* Parche, LLC (Last) (First) (Middle) 599 LEXINGTON AVENUE, 20TH FLOOR (Street) NEW YORK 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) 599 LEXINGTON AVENUE, 20TH FLOOR (Street) NEW YORK 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* C4S & CO LLC (Last) (First) (Middle) 599 LEXINGTON AVENUE, 20TH FLOOR (Street) NEW YORK 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* COHEN PETER A (Last) (First) (Middle) C/O RAMIUS LLC 599 LEXINGTON AVENUE, 20TH FLOOR (Street) NEW YORK 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* STARK MORGAN B (Last) (First) (Middle) C/O RAMIUS LLC 599 LEXINGTON AVENUE, 20TH FLOOR (Street) NEW YORK 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* SOLOMON JEFFREY M (Last) (First) (Middle) C/O RAMIUS LLC 599 LEXINGTON AVENUE, 20TH FLOOR (Street) NEW YORK 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* STRAUSS THOMAS W (Last) (First) (Middle) C/O RAMIUS LLC 599 LEXINGTON AVENUE, 20TH FLOOR (Street) NEW YORK 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) 599 LEXINGTON AVENUE, 20TH FLOOR (Street) NEW YORK 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. Shares owned directly by Parche, LLC (Parche). RCG Enterprise, Ltd, as the sole non-managing member of Parche and owner of all economic interests therein, may be deemed to beneficially own the Shares owned by Parche. As the managing member of Parche, RCG Starboard Advisors, LLC (Starboard Advisors), may be deemed to beneficially own the Shares owned by Parche. As the sole member of Starboard Advisors, Ramius LLC (Ramius) may be deemed to beneficially own the Shares owned by Parche. As the managing member of Ramius, C4S & Co., L.L.C. (C4S), may be deemed to beneficially own the Shares owned by Parche. 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 Shares owned by Parche. Each of Messrs. Cohen, Stark, Solomon and Strauss, Starboard Advisors, Ramius and C4S disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

2. Shares owned directly by Starboard Value and Opportunity Master Fund, Ltd. (Starboard). As the investment manager of Starboard, Starboard Advisors may be deemed to beneficially own the Shares owned by Starboard. As the sole member of Starboard Advisors, Ramius may be deemed to beneficially own the Shares owned by Starboard. As the managing member of Ramius, C4S may be deemed to beneficially own the Shares owned by Starboard. 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 Shares owned by Starboard. Each of Messrs. Cohen, Stark, Solomon and Strauss, Starboard Advisors, Ramius and C4S disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

Remarks:

	By: Ramius LLC By: /s/ Owen S. Littman, Authorized Signatory	04/21/2008
	By: Starboard Value and Opportunity Master By: /s/ Owen S. Littman, Authorized Signatory	04/21/2008
	By: Parche, LLC By: /s/ Owen S. Littman, Authorized Signatory	04/21/2008
	By: RCG Starboard Advisors, LLC By: /s/ Owen S. Littman, Authorized Signatory	04/21/2008
	By: C4S & Co., L.L.C. By: /s/ Owen S. Littman, as Attorney in Fact for Jeffrey M. Solomon, as Managing Member	04/21/2008
	By: /s/ Owen S. Littman, as Attorney in Fact for Peter A. Cohen	04/21/2008
	By: /s/ Owen S. Littman, as Attorney in Fact for Morgan B. Stark	04/21/2008
	By: /s/ Owen S. Littman, as Attorney in Fact for Jeffrey M. Solomon	04/21/2008
	By: /s/ Owen S. Littman, as Attorney in Fact for Thomas W. Strauss	04/21/2008
	By: RCG Enterprise, Ltd By: /s/ Owen S. Littman, Authorized Signatory	04/21/2008
	** 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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