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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
I MANY INC [ IMNY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/03/2007 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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, $.0001 par value | 05/03/2007 | P | 2,630 | A | $1.7702 | 411,251 | I | By Parche LLC(1) | ||
Common Stock, $.0001 par value | 05/04/2007 | P | 1,467 | A | $1.7997 | 412,718 | I | By Parche LLC(1) | ||
Common Stock, $.0001 par value | 05/03/2007 | P | 13,805 | A | $1.7702 | 475,369 | I | By Starboard Master(2) | ||
Common Stock, $.0001 par value | 05/04/2007 | P | 7,701 | A | $1.7997 | 483,070 | I | By Starboard Master(2) | ||
Common Stock, $.0001 par value | 1,683,698 | I | By Starboard Value(3) | |||||||
Common Stock, $.0001 par value | 4,200,121 | I | See Footnotes(4)(5)(6)(7)(8) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. Consists of shares of Common Stock held by Parche, LLC (Parche). Each of Messrs. Peter A. Cohen, Morgan B. Stark, Jeffrey M. Solomon and Thomas W. Strauss is an authorized signatory for Admiral Advisors, LLC (Admiral), the managing member of Parche, and is also a managing member of C4S & Co, L.L.C. (C4S), the managing member of Ramius Capital Group, LLC (Ramius). Each of Messrs. Cohen, Stark, Solomon and Strauss, Ramius, C4S and Admiral may be deemed to be a beneficial owner of the shares held by Parche. Each of Messrs. Cohen, Stark, Solomon and Strauss, Ramius, C4S and Admiral disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein. |
2. Consists of shares of Common Stock held by Starboard Value & Opportunity Master Fund Ltd. (Starboard Master). Each of Messrs. Peter A. Cohen, Morgan B. Stark, Jeffrey M. Solomon and Thomas W. Strauss is an authorized signatory for Admiral Advisors, LLC (Admiral), the investment manager of Starboard Master, and is also a managing member of C4S & Co, L.L.C. (C4S), the managing member of Ramius Capital Group, L.L.C. (Ramius). Each of Messrs. Cohen, Stark, Solomon and Strauss, Ramius, C4S and Admiral may be deemed to be a beneficial owner of the shares held by Starboard Master. Each of Messrs. Cohen, Stark, Solomon and Strauss, Ramius, C4S and Admiral disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein. |
3. Consists of shares of Common Stock held by Starboard Value & Opportunity Fund, LLC (Starboard). Each of Messrs. Peter A. Cohen, Morgan B. Stark, Jeffrey M. Solomon and Thomas W. Strauss is an authorized signatory for Admiral Advisors, LLC (Admiral), the managing member of Starboard, and is also a managing member of C4S & Co, L.L.C. (C4S), the managing member of Ramius Capital Group, LLC (Ramius). Each of Messrs. Cohen, Stark, Solomon and Strauss, Ramius, C4S and Admiral may be deemed to be a beneficial owner of the shares held by Starboard. Each of Messrs. Cohen, Stark, Solomon and Strauss, Ramius, C4S and Admiral disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein. |
4. Ramius Securities, L.L.C. (Ramius Securities), RCG Ambrose Master Fund, Ltd. (RCG Ambrose) and RCG Halifax Fund, Ltd. (RCG Halifax) beneficially own 817,696 shares, 2,841,324 shares and 478,101 shares of Common Stock, respectively. As the managing member of Ramius Securities and the investment advisor of RCG Ambrose and RCG Halifax, Ramius may be deemed to beneficially own the 817,696 shares, 2,841,324 shares and 478,101 shares of Common Stock beneficially owned by Ramius Securities, RCG Ambrose and RCG Halifax, respectively. |
5. (continuation of previous footnote) As the managing member of Ramius, C4S may be deemed to beneficially own the 817,696 shares, 2,841,324 shares, and 478,101 shares of Common Stock beneficially owned by Ramius Securities, RCG Ambrose and RCG Halifax, respectively. 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 817,696 shares, 2,841,324 shares, and 478,101 shares of Common Stock beneficially owned by Ramius Securities, RCG Ambrose and RCG Halifax. Each of Messrs. Cohen, Stark, Solomon and Strauss disclaims beneficial ownership of such shares of Common Stock. |
6. 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. |
7. Pursuant to a Joint Filing Agreement dated August 22, 2005, Arthur Rosen became a member of a 13(d) group together with the other Reporting Persons. As a result, the Reporting Persons may be deemed to indirectly own the 13,000 shares of Common Stock beneficially owned by Mr. Rosen. The other Reporting Persons disclaim beneficial ownership of the shares owned by Mr. Rosen. Mr. Rosen disclaims beneficial ownership of the shares of Common Stock owned by all other Reporting Persons. |
8. Pursuant to a Joint Filing Agreement dated August 22, 2005, Mark R. Mitchell became a member of a 13(d) group together with the other Reporting Persons. As a result, the Reporting Persons may be deemed to indirectly own the 50,000 shares of Common Stock beneficially owned by Mr. Mitchell. The other Reporting Persons disclaim beneficial ownership of the shares owned by Mr. Mitchell. Mr. Mitchell disclaims beneficial ownership of the shares of Common Stock owned by all other Reporting Persons. |
Remarks: |
By: C4S & Co., L.L.C., as Managing Member; By: /s/ Jeffrey M. Solomon, as Managing Member | 05/07/2007 | |
By: /s/ Jeffrey M. Solomon, as Managing Member | 05/07/2007 | |
By: /s/ Jeffrey M. Solomon, as Attorney-In-Fact | 05/07/2007 | |
By: /s/ Jeffrey M. Solomon, as Attorney-In-Fact | 05/07/2007 | |
By: /s/ Jeffrey M. Solomon, as Attorney-In-Fact | 05/07/2007 | |
/s/ Solomon, Jeffrey M. | 05/07/2007 | |
By: Admiral Advisors, LLC, its Managing Member; By: Ramius Capital Group, LLC, its sole member; By: /s/ Jeffrey M. Solomon, Authorized Signatory | 05/07/2007 | |
By: Admiral Advisors, LLC, its Managing Member; By: Ramius Capital Group, LLC, its sole member; By: /s/ Jeffrey M. Solomon, Authorized Signatory | 05/07/2007 | |
By: Ramius Capital Group, LLC, its sole member; By: /s/ Jeffrey M. Solomon, Authorized Signatory | 05/07/2007 | |
By: Admiral Advisors, LLC, its Investment Manager; By: Ramius Capital Group, LLC, its sole member; By: /s/ Jeffrey M. Solomon, Authorized Signatory | 05/07/2007 | |
** 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. |