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 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
KENSEY NASH CORP [ KNSY ]
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)
10/20/2008
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, par value $.001(1) 11/10/2008 S(2) 2,224 D $24.157 150,041 I By Parche LLC(3)(4)
Common Stock, par value $.001(1) 11/10/2008 S(2) 11,676 D $24.157 787,704 I By Ramius Value & Opportunity Master(5)
Common Stock, par value $.001(1) 11/11/2008 S(2) 1,760 D $23.8627 148,281 I By Parche LLC(3)(4)
Common Stock, par value $.001(1) 11/11/2008 S(2) 9,240 D $23.8627 778,464 I By Ramius Value & Opportunity Master(5)
Common Stock, par value $.001(1) 11/12/2008 S(2) 1,328 D $23.1105 146,953 I By Parche LLC(3)(4)
Common Stock, par value $.001(1) 11/12/2008 S(2) 6,972 D $23.1105 771,492 I By Ramius Value & Opportunity Master(5)
Common Stock, par value $.001(1) 11/13/2008 S(2) 544 D $23.1456 146,409 I By Parche LLC(3)(4)
Common Stock, par value $.001(1) 11/13/2008 S(2) 2,856 D $23.1456 768,636 I By Ramius Value & Opportunity Master(5)
Common Stock, par value $.001(1) 11/14/2008 S(2) 2,992 D $22.6798 143,417 I By Parche LLC(3)(4)
Common Stock, par value $.001(1) 11/14/2008 S(2) 15,708 D $22.6798 752,928 I By Ramius Value & Opportunity Master(5)
Common Stock, par value $.001(1) 11/24/2008 S(2) 8,432 D $16.9004 134,985 I By Parche LLC(3)(4)
Common Stock, par value $.001(1) 11/24/2008 S(2) 44,268 D $16.9004 708,660 I By Ramius Value & Opportunity Master(5)
Common Stock, par value $.001(1) 11/25/2008 S(2) 4,144 D $16.8011 130,841 I By Parche LLC(3)(4)
Common Stock, par value $.001(1) 11/25/2008 S(2) 21,756 D $16.8011 686,904 I By Ramius Value & Opportunity Master(5)
Common Stock, par value $.001(1) 11/26/2008 S(2) 2,656 D $17.2455 128,185 I By Parche LLC(3)(4)
Common Stock, par value $.001(1) 11/26/2008 S(2) 13,944 D $17.2455 672,960 I By Ramius Value & Opportunity Master(5)
Common Stock, par value $.001(1) 11/28/2008 S(2) 2,720 D $18.4271 125,465 I By Parche LLC(3)(4)
Common Stock, par value $.001(1) 11/28/2008 S(2) 14,280 D $18.4271 658,680 I By Ramius Value & Opportunity Master(5)
Common Stock, par value $.001(1) 12/01/2008 S(2) 3,488 D $17.6194 121,977 I By Parche LLC(3)(4)
Common Stock, par value $.001(1) 12/01/2008 S(2) 18,312 D $17.6194 640,368 I By Ramius Value & Opportunity Master(5)
Common Stock, par value $.001(1) 12/02/2008 S(2) 2,640 D $17.0104 119,337 I By Parche LLC(3)(4)
Common Stock, par value $.001(1) 12/02/2008 S(2) 13,860 D $17.0104 626,508 I By Ramius Value & Opportunity Master(5)
Common Stock, par value $.001(1) 12/03/2008 S(2) 3,712 D $18.2177 115,625 I By Parche LLC(3)(4)
Common Stock, par value $.001(1) 12/03/2008 S(2) 19,488 D $18.2177 607,020 I By Ramius Value & Opportunity Master(5)
Common Stock, par value $.001(1) 12/04/2008 S(2) 1,856 D $17.47 113,769 I By Parche LLC(3)(4)
Common Stock, par value $.001(1) 12/04/2008 S(2) 9,744 D $17.47 597,276 I By Ramius Value & Opportunity Master(5)
Common Stock, par value $.001(1) 12/05/2008 S(2) 2,048 D $17.545 111,721 I By Parche LLC(3)(4)
Common Stock, par value $.001(1) 12/05/2008 S(2) 10,752 D $17.545 586,524 I By Ramius Value & Opportunity Master(5)
Common Stock, par value $.001(1) 12/08/2008 S(2) 1,616 D $17.6673 110,105 I By Parche LLC(3)(4)
Common Stock, par value $.001(1) 12/08/2008 S(2) 8,484 D $17.6673 578,040 I By Ramius Value & Opportunity Master(5)
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 LLC

(Last) (First) (Middle)
599 LEXINGTON AVENUE
20TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 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 RAMIUS LLC
599 LEXINGTON AVENUE 2OTH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 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
X Director 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
X Director 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
X Director 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
RAMIUS 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
X Director 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. 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.
2. The reported transaction was effected pursuant to a Rule 10b5-1 Sales Plan Agreement.
3. Consists of shares of Common Stock owned directly by Parche, LLC (Parche). As the sole non-managing member of Parche, Ramius Enterprise Master Fund Ltd (Ramius Enterprise) 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, 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. As the managing member of Ramius, C4S & Co., L.L.C. (C4S) may be deemed to beneficially own the shares of Common Stock owned by Parche.
4. (continued from footnote (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 shares of Common Stock owned by Parche. Each of Messrs. Cohen, Stark, Solomon and Strauss, RCG Starboard Advisors, Ramius, Ramius Enterprise, Ramius Advisors and C4S disclaims beneficial ownership of such shares of Common Stock except to the extent of his or its pecuniary interest therein.
5. Consists of shares of Common Stock owned directly by Ramius Value and Opportunity Master Fund Ltd. (Ramius Value). As the investment manager of Ramius Value, RCG Starboard Advisors may be deemed to beneficially own the shares of Common Stock owned by Ramius Value. As the sole member of RCG Starboard Advisors, Ramius may be deemed to beneficially own the shares of Common Stock owned by Ramius Value. As the managing member of Ramius, C4S may be deemed to beneficially own the shares of Common Stock owned by Ramius Value. 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 Ramius Value. Each of Messrs. Cohen, Stark, Solomon and Strauss, RCG Starboard Advisors, Ramius and C4S disclaims beneficial ownership of such shares of Common Stock except to the extent of his or its pecuniary interest therein.
Remarks:
The Reporting Persons are electing to file this report to cover any possibility that the Reporting Persons may be deemed to be directors by deputization by virtue of the fact that Mr. Jeffrey Smith, an employee of one of the Reporting Persons, currently serves on the board of directors of the Issuer. Since the Securities and Exchange Commission's electronic filing system only accepts a maximum of 30 lines per Table, this report is the second in a series of three reports being filed with the Securities and Exchange Commission. 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.
By: Ramius LLC; By: /s/ Owen S. Littman, Authorized Signatory 01/15/2009
By: Ramius Value and Opportunity Master Fund Ltd; By: /s/ Owen S. Littman, Authorized Signatory 01/15/2009
By: Parche, LLC; By: /s/ Owen S. Littman, Authorized Signatory 01/15/2009
By: RCG Starboard Advisors, LLC; By: /s/ Owen S. Littman, Authorized Signatory 01/15/2009
By: Ramius Enterprise Master Fund Ltd; By: /s/ Owen S. Littman, Authorized Signatory 01/15/2009
By: Ramius Advisors, LLC; By: /s/ Owen S. Littman, Authroized Signatory 01/15/2009
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.