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^*

RAMIUS CAPITAL GROUP LLC

(Last)

(First)

(Middle)

666 THIRD AVENUE

26TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SCHULMAN A INC [ SHLM ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/13/2006

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)
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	11/13/2006		S		432	D	$24.5307	175,525⁽¹⁾⁽²⁾	I⁽¹⁾⁽²⁾	By Parche, LLC⁽¹⁾⁽²⁾
Common Stock	11/13/2006		S		2,268	D	$24.5307	921,541⁽¹⁾⁽²⁾	I⁽¹⁾⁽²⁾	By Starboard Value & Opportunity Fund, LLC⁽¹⁾⁽²⁾
Common Stock	11/14/2006		S		1,600	D	$24.435	173,925⁽¹⁾⁽²⁾	I⁽¹⁾⁽²⁾	By Parche, LLC⁽¹⁾⁽²⁾
Common Stock	11/14/2006		S		321	D	$24.2575	173,604⁽¹⁾⁽²⁾	I⁽¹⁾⁽²⁾	By Parche, LLC⁽¹⁾⁽²⁾
Common Stock	11/14/2006		S		2,032	D	$24.2266	171,572⁽¹⁾⁽²⁾	I⁽¹⁾⁽²⁾	By Parche, LLC⁽¹⁾⁽²⁾
Common Stock	11/14/2006		S		8,400	D	$24.435	913,141⁽¹⁾⁽²⁾	I⁽¹⁾⁽²⁾	By Starboard Value & Opportunity Fund, LLC⁽¹⁾⁽²⁾
Common Stock	11/14/2006		S		1,688	D	$24.2575	911,453⁽¹⁾⁽²⁾	I⁽¹⁾⁽²⁾	By Starboard Value & Opportunity Fund, LLC⁽¹⁾⁽²⁾
Common Stock	11/14/2006		S		10,668	D	$24.2266	900,785⁽¹⁾⁽²⁾	I⁽¹⁾⁽²⁾	By Starboard Value & Opportunity Fund, LLC⁽¹⁾⁽²⁾
Common Stock	11/15/2006		S		2,741	D	$24.1085	168,831⁽¹⁾⁽²⁾	I⁽¹⁾⁽²⁾	By Parche, LLC⁽¹⁾⁽²⁾
Common Stock	11/15/2006		S		14,391	D	$24.1085	886,394⁽¹⁾⁽²⁾	I⁽¹⁾⁽²⁾	By Starboard Value & Opportunity Fund, LLC⁽¹⁾⁽²⁾
Common Stock	11/17/2006		S		472	D	$23.6113	168,359⁽¹⁾⁽²⁾	I⁽¹⁾⁽²⁾	By Parche, LLC⁽¹⁾⁽²⁾
Common Stock	11/17/2006		S		1,984	D	$23.6003	166,375⁽¹⁾⁽²⁾	I⁽¹⁾⁽²⁾	By Parche, LLC⁽¹⁾⁽²⁾
Common Stock	11/17/2006		S		2,480	D	$23.6113	883,914⁽¹⁾⁽²⁾	I⁽¹⁾⁽²⁾	By Starboard Value & Opportunity Fund, LLC⁽¹⁾⁽²⁾
Common Stock	11/17/2006		S		10,416	D	$23.6003	873,498⁽¹⁾⁽²⁾	I⁽¹⁾⁽²⁾	By Starboard Value & Opportunity Fund, LLC⁽¹⁾⁽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)
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)

1. Name and Address of Reporting Person^*

RAMIUS CAPITAL GROUP LLC

(Last)

(First)

(Middle)

666 THIRD AVENUE

26TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Parche, LLC

(Last)

(First)

(Middle)

666 THIRD AVENUE

26TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Starboard Value & Opportunity Fund, LLC

(Last)

(First)

(Middle)

666 THIRD AVENUE

26TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Admiral Advisors, LLC

(Last)

(First)

(Middle)

666 THIRD AVENUE

26TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

C4S & CO LLC

(Last)

(First)

(Middle)

666 THIRD AVENUE

26TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

COHEN PETER A

(Last)

(First)

(Middle)

666 THIRD AVENUE

26TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

STARK MORGAN B

(Last)

(First)

(Middle)

666 THIRD AVENUE

26TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

SOLOMON JEFFREY M

(Last)

(First)

(Middle)

666 THIRD AVENUE

26TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

STRAUSS THOMAS W

(Last)

(First)

(Middle)

666 THIRD AVENUE

26TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Includes shares owned directly by Parche, LLC and Starboard Value & Opportunity Fund, LLC. As the managing member of Parche, LLC and Starboard Value & Opportunity Fund, LLC, Admiral Advisors, LLC may be deemed to beneficially own the shares of Common Stock owned by Parche, LLC and Starboard Value & Opportunity Fund, LLC. As the sole member of Admiral Advisors, LLC, Ramius Capital Group, L.L.C. may be deemed to beneficially own shares of Common Stock owned by Parche, LLC and Starboard Value & Opportunity Fund, LLC. As the managing member of Ramius Capital Group, L.L.C., C4S & Co., L.L.C. may be deemed to beneficially own the shares of Common Stock owned by Parche, LLC and Starboard Value & Opportunity Fund, LLC.

2. (Continuation of Footnote 1) As the managing members of C4S & Co., L.L.C., each of Peter A. Cohen, Morgan B. Stark, Jeffrey M. Solomon and Thomas W. Strauss may be deemed to beneficially own the shares of Common Stock owned by Parche, LLC and Starboard Value & Opportunity Fund, LLC. Messrs. Cohen, Stark, Solomon and Strauss disclaim beneficial ownership of such shares. 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.

Remarks:

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 Common Stock.

	PARCHE, LLC, By: Admiral Advisors, LLC, its managing member, By: /s/ Jeffrey M. Solomon, authorized signatory	11/27/2006
	STARBOARD VALUE & OPPORTUNITY FUND, LLC, By: Admiral Advisors, LLC, its managing member, By: /s/ Jeffrey M. Solomon, authorized signatory	11/27/2006
	ADMIRAL ADVISORS, LLC, By: Ramius Capital Group, L.L.C., its sole member, By: /s/ Jeffrey M. Solomon, authorized signatory	11/27/2006
	RAMIUS CAPITAL GROUP, L.L.C., By: C4S & Co., L.L.C., its Managing Member, By: /s/ Jeffrey M. Solomon, its managing member	11/27/2006
	C4S & CO., L.L.C., By: /s/ Jeffrey M. Solomon, its managing member	11/27/2006
	Jeffrey M. Solomon, individually and as attorney-in-fact for Peter A. Cohen, Morgan B. Stark, and Thomas W. Strauss	11/27/2006
	** 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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