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
REDBACK NETWORKS INC [ RBAKD ]

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)
01/05/2004

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 $.0001 per share ("Common Stock")	01/05/2004		S		3,522	D	$7.4282	159,072	I⁽¹⁾	See⁽¹⁾
Common Stock	01/05/2004		S		58,983	D	$7.4282	2,668,194	I⁽²⁾	See⁽²⁾
Common Stock	01/05/2004		S		7,607	D	$7.4282	343,213	I⁽³⁾	See⁽³⁾
Common Stock	01/05/2004		S		3,526	D	$7.4282	158,077	I⁽⁴⁾	See⁽⁴⁾
Common Stock	01/05/2004		S		4,367	D	$7.4282	198,833	I⁽⁵⁾	See⁽⁵⁾
Common Stock	01/05/2004		S		33,741	D	$7.4282	1,521,648	I⁽⁶⁾	See⁽⁶⁾
Common Stock	01/05/2004		S		3,183	D	$7.4282	144,174	I⁽⁷⁾	See⁽⁷⁾
Common Stock	01/05/2004		S		849	D	$7.4282	38,363	I⁽⁸⁾	See⁽⁸⁾
Common Stock	01/05/2004		S		2,122	D	$7.4282	95,862	I⁽⁹⁾	See⁽⁹⁾
Common Stock	01/05/2004		S		299	D	$7.5	158,773	I⁽¹⁾	See⁽¹⁾
Common Stock	01/05/2004		S		5,003	D	$7.5	2,663,191	I⁽²⁾	See⁽²⁾
Common Stock	01/05/2004		S		645	D	$7.5	342,568	I⁽³⁾	See⁽³⁾
Common Stock	01/05/2004		S		299	D	$7.5	157,778	I⁽⁴⁾	See⁽⁴⁾
Common Stock	01/05/2004		S		370	D	$7.5	198,463	I⁽⁵⁾	See⁽⁵⁾
Common Stock	01/05/2004		S		2,862	D	$7.5	1,518,786	I⁽⁶⁾	See⁽⁶⁾
Common Stock	01/05/2004		S		270	D	$7.5	143,904	I⁽⁷⁾	See⁽⁷⁾
Common Stock	01/05/2004		S		72	D	$7.5	38,291	I⁽⁸⁾	See⁽⁸⁾
Common Stock	01/05/2004		S		180	D	$7.5	95,682	I⁽⁹⁾	See⁽⁹⁾
Common Stock	01/06/2004		S		4,479	D	$8.2119	154,294	I⁽¹⁾	See⁽¹⁾
Common Stock	01/06/2004		S		75,127	D	$8.2119	2,588,064	I⁽²⁾	See⁽²⁾
Common Stock	01/06/2004		S		9,663	D	$8.2119	332,905	I⁽³⁾	See⁽³⁾
Common Stock	01/06/2004		S		4,451	D	$8.2119	153,327	I⁽⁴⁾	See⁽⁴⁾
Common Stock	01/06/2004		S		5,598	D	$8.2119	192,865	I⁽⁵⁾	See⁽⁵⁾
Common Stock	01/06/2004		S		42,844	D	$8.2119	1,475,942	I⁽⁶⁾	See⁽⁶⁾
Common Stock	01/06/2004		S		4,059	D	$8.2119	139,845	I⁽⁷⁾	See⁽⁷⁾
Common Stock	01/06/2004		S		1,080	D	$8.2119	37,211	I⁽⁸⁾	See⁽⁸⁾
Common Stock	01/06/2004		S		2,699	D	$8.2119	92,983	I⁽⁹⁾	See⁽⁹⁾

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

1. Name and Address of Reporting Person^*

RCG LATTITUDE MASTER FUND LTD

(Last)

(First)

(Middle)

(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 SECURITIES LLC

(Last)

(First)

(Middle)

666 THIRD AVENUE

26TH FLOOR

(Street)

NEW YORK

10017

(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 HALIFAX FUND LTD

(Last)

(First)

(Middle)

(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^*

RCG MULTI STRATEGY MASTER FUND LTD

(Last)

(First)

(Middle)

(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 MASTER FUND LTD

(Last)

(First)

(Middle)

(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 LP

(Last)

(First)

(Middle)

(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^*

RCG BALDWIN LP

(Last)

(First)

(Middle)

(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^*

RCG ASIA ADVISORS LLC

(Last)

(First)

(Middle)

(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)

(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. These securities are owned directly by Xavex Covertible Arbitrage Fund 5. Ramius Capital Group, LLC is the investment advisor of Xavex Covertible Arbitrage Fund 5. Therefore, the Reporting Persons may be deemed to indirectly own these securities. Each of the Reporting Persons disclaims any beneficial ownership of the shares of Common Stock owned by Xavex Covertible Arbitrage Fund 5 to the extent such beneficial ownership exceeds such Reporting Person's pecuniary interest.

2. These securities are owned directly by RCG Latitude Master Fund, Ltd. The other Reporting Persons may be deemed to indirectly own these securities as members of a Section 13(g) group. Each of the other Reporting Persons disclaims any beneficial ownership of the shares of Common Stock owned by RCG Latitude Master Fund, Ltd. to the extent such beneficial ownership exceeds such Reporting Person's pecuniary interest.

3. These securities are owned directly by Ramius Securities, LLC. The other Reporting Persons may be deemed to indirectly own these securities as members of a Section 13(g) group. Each of the other Reporting Persons disclaims any beneficial ownership of the shares of Common Stock owned by Ramius Securities, LLC to the extent such beneficial ownership exceeds such Reporting Person's pecuniary interest.

4. These securities are owned directly by RCG Halifax Fund, Ltd. The other Reporting Persons may be deemed to indirectly own these securities as members of a Section 13(g) group. Each of the other Reporting Persons disclaims any beneficial ownership of the shares of Common Stock owned by RCG Halifax Fund, Ltd. to the extent such beneficial ownership exceeds such Reporting Person's pecuniary interest.

5. These securities are owned directly by RCG Multi-Strategy Master Fund, Ltd. The other Reporting Persons may be deemed to indirectly own these securities as members of a Section 13(g) group. Each of the other Reporting Persons disclaims any beneficial ownership of the shares of Common Stock owned by RCG Multi-Strategy Master Fund, Ltd. to the extent such beneficial ownership exceeds such Reporting Person's pecuniary interest.

6. These securities are owned directly by Ramius Master Fund, Ltd. The other Reporting Persons may be deemed to indirectly own these securities as members of a Section 13(g) group. Each of the other Reporting Persons disclaims any beneficial ownership of the shares of Common Stock owned by Ramius Master Fund, Ltd. to the extent such beneficial ownership exceeds such Reporting Person's pecuniary interest.

7. These securities are owned directly by Guggenheim Portfolio Company XV, LLC. Ramius Capital Group, LLC is the investment advisor of Guggenheim Portfolio Company XV, LLC. Therefore, the Reporting Persons may be deemed to indirectly own these securities. Each of the Reporting Persons disclaims any beneficial ownership of the shares of Common Stock owned by Guggenheim Portfolio Company XV, LLC to the extent such beneficial ownership exceeds such Reporting Person's pecuniary interest.

8. These securities are owned directly by Ramius, LP. The other Reporting Persons may be deemed to indirectly own these securities as members of a Section 13(g) group. Each of the other Reporting Persons disclaims any beneficial ownership of the shares of Common Stock owned by Ramius, LP to the extent such beneficial ownership exceeds such Reporting Person's pecuniary interest.

9. These securities are owned directly by RCG Baldwin, LP. The other Reporting Persons may be deemed to indirectly own these securities as members of a Section 13(g) group. Each of the other Reporting Persons disclaims any beneficial ownership of the shares of Common Stock owned by RCG Baldwin, LP to the extent such beneficial ownership exceeds such Reporting Person's pecuniary interest.

Remarks:

Part 1 of 2

	Ramius Capital Group, LLC By C4S & Co., L.L.C., as Man. Mbr, By /s/ Morgan B. Stark, as Man. Mbr.	01/09/2004
	RCG Latitude Master Fund, Ltd. By Ramius Capital Group, LLC, Its Inv. Adv /s/ Marran Ogilvie, GC	01/09/2004
	Ramius Securities, LLC By Ramius Capital Group, LLC, Its Man. Mbr. /s/ Marran Ogilvie, Gen. Counsel	01/09/2004
	RCG Halifax Fund, Ltd. By Ramius Capital Group, LLC, Its Inv. Adv. /s/ Marran Ogilvie, Gen. Counsel	01/09/2004
	RCG Multi-Strategy Master Fund, Ltd. By RCG Asia Advisors, LLC, Its Inv Adv.../s/ Marran Ogilvie, AS	01/09/2004
	Ramius Master Fund, Ltd. By Ramius Capital Group, LLC, Its Inv. Adv. /s/ Marran Ogilvie, Gen. Counsel	01/09/2004
	Ramius, LP By Ramius Advisors, LLC, Its Inv. Adv.,.../s/ Marran Ogilvie, Auth. Sig.	01/09/2004
	RCG Baldwin, LP By Ramius Advisors, LLC, Its Inv. Adv.,.../s/ Marran Ogilvie, Auth. Sig.	01/09/2004
	RCG Asia Advisors, LLC By Ramius Capital Group, LLC, Its Man. Mbr, /s/ Marran Ogilvie, Auth. Sig.	01/09/2004
	Ramius Advisors, LLC By Ramius Capital Group, LLC Its Man. Mbr. /s/ Marran Ogilvie, Auth. Sig.	01/09/2004
	** 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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