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 LLC

(Last)

(First)

(Middle)

599 LEXINGTON AVE., 20TH FLOOR

(Street)

NEW YORK CITY

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TOLLGRADE COMMUNICATIONS INC \PA\ [ TLGD ]

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)
02/11/2009

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, par value $0.20⁽¹⁾⁽²⁾	02/11/2009		P		80	A	$5.691	245,354	I	By Parche, LLC⁽³⁾
Common Stock, par value $0.20⁽¹⁾⁽²⁾	02/11/2009		P		96	A	$5.7	245,450	I	By Parche, LLC⁽³⁾
Common Stock, par value $0.20⁽¹⁾⁽²⁾	02/12/2009		P		851	A	$5.6928	246,301	I	By Parche, LLC⁽³⁾
Common Stock, par value $0.20⁽¹⁾⁽²⁾	02/12/2009		P		92	A	$5.6931	246,393	I	By Parche, LLC⁽³⁾
Common Stock, par value $0.20⁽¹⁾⁽²⁾	02/13/2009		P		3,766	A	$5.7	250,159	I	By Parche, LLC⁽³⁾
Common Stock, par value $0.20⁽¹⁾⁽²⁾	02/13/2009		P		256	A	$5.55	250,415	I	By Parche, LLC⁽³⁾
Common Stock, par value $0.20⁽¹⁾⁽²⁾	02/13/2009		P		532	A	$5.6991	250,947	I	By Parche, LLC⁽³⁾
Common Stock, par value $0.20⁽¹⁾⁽²⁾	02/11/2009		P		420	A	$5.691	1,287,801	I	By Ramius Value & Opportunity Master⁽⁴⁾
Common Stock, par value $0.20⁽¹⁾⁽²⁾	02/11/2009		P		506	A	$5.7	1,288,307	I	By Ramius Value & Opportunity Master⁽⁴⁾
Common Stock, par value $0.20⁽¹⁾⁽²⁾	02/12/2009		P		4,469	A	$5.6928	1,292,776	I	By Ramius Value & Opportunity Master⁽⁴⁾
Common Stock, par value $0.20⁽¹⁾⁽²⁾	02/12/2009		P		485	A	$5.6931	1,293,261	I	By Ramius Value & Opportunity Master⁽⁴⁾
Common Stock, par value $0.20⁽¹⁾⁽²⁾	02/13/2009		P		19,767	A	$5.7	1,313,028	I	By Ramius Value & Opportunity Master⁽⁴⁾
Common Stock, par value $0.20⁽¹⁾⁽²⁾	02/13/2009		P		1,344	A	$5.55	1,314,372	I	By Ramius Value & Opportunity Master⁽⁴⁾
Common Stock, par value $0.20⁽¹⁾⁽²⁾	02/13/2009		P		2,793	A	$5.6991	1,317,165	I	By Ramius Value & Opportunity Master⁽⁴⁾

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 LLC

(Last)

(First)

(Middle)

599 LEXINGTON AVE., 20TH FLOOR

(Street)

NEW YORK CITY

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 Master Fund Ltd

(Last)

(First)

(Middle)

C/O CITCO FUND SERVICES LTD

WEST BAY RD

(Street)

(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)

C/O RAMIUS LLC

599 LEXINGTON AVENUE, 20TH FLOOR

(Street)

NEW YORK CITY

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)

C/O RAMIUS LLC

599 LEXINGTON AVENUE, 20TH FLOOR

(Street)

NEW YORK CITY

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)

C/O CITCO FUND SERVICES LTD

WEST BAY RD

(Street)

(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^*

RAMIUS ADVISORS LLC

(Last)

(First)

(Middle)

C/O RAMIUS LLC

599 LEXINGTON AVENUE, 20TH FLOOR

(Street)

(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. 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 shares of Common Stock. To enable all of the Reporting Persons to gain access to the Securities and Exchange Commission's electronic filing system (which only accepts a maximum of 10 joint filers per report), this report is the first of two identical reports relating to the same transaction being filed with the Securities and Exchange Commission.

2. Each Reporting Person disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such shares of Common Stock for purposes of Section 16 or for any other purpose.

3. Shares of Common Stock beneficially owned by Parche, LLC (Parche). As the sole non-managing member of Parche, Ramius Enterprise Master Fund Ltd may be deemed to beneficially own the shares of Common Stock beneficially owned by Parche. As the managing member of Parche, RCG Starboard Advisors, LLC (RCG Starboard Advisors) may be deemed to beneficially own the shares of Common Stock beneficially owned by Parche. As the investment advisor of Ramius Enterprise Master Fund Ltd, Ramius Advisors, LLC (Ramius Advisors) may be deemed to beneficially own the shares of Common Stock owned by Parche. As the sole member of each of RCG Starboard Advisors and Ramius Advisors, Ramius LLC (Ramius) may be deemed to beneficially own the shares of Common Stock beneficially owned by Parche.

4. Shares of Common Stock beneficially owned by Ramius Value and Opportunity Master Fund Ltd (Ramius Value and Opportunity Master Fund). As the investment manager of Ramius Value and Opportunity Master Fund, RCG Starboard Advisors may be deemed to beneficially own the shares of Common Stock beneficially owned by Ramius Value and Opportunity Master Fund. As the sole member of RCG Starboard Advisors, Ramius may be deemed to beneficially own the shares of Common Stock beneficially owned by Ramius Value and Opportunity Master Fund.

	By: Ramius LLC; By: /s/ Owen S. Littman, Authorized Signatory	02/13/2009
	By: Ramius Value and Opportunity Master Fund Ltd; By: /s/ Owen S. Littman, Authorized Signatory	02/13/2009
	By: Parche, LLC; By: /s/ Owen S. Littman, Authorized Signatory	02/13/2009
	By: RCG Starboard Advisors, LLC; By: /s/ Owen S. Littman, Authorized Signatory	02/13/2009
	By: Ramius Enterprise Master Fund Ltd; By: /s/ Owen S. Littman, Authorized Signatory	02/13/2009
	By: Ramius Advisors, LLC; By: /s/ Owen S. Littman, Authroized Signatory	02/13/2009
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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