X0303 4 2009-10-01 0 0001002531 TOLLGRADE COMMUNICATIONS INC \PA\ TLGD 0001050154 RAMIUS LLC 599 LEXINGTON AVENUE 20TH FLOOR NEW YORK NY 10022 0 0 1 0 0001267474 C4S & CO LLC C/O RAMIUS LLC 599 LEXINGTON AVENUE, 21ST FLOOR NEW YORK NY 10022 0 0 1 0 0001275922 SOLOMON JEFFREY M C/O RAMIUS LLC 599 LEXINGTON AVENUE, 21ST FLOOR NEW YORK NY 10022 0 0 1 0 0001267535 STARK MORGAN B C/O RAMIUS LLC 599 LEXINGTON AVENUE, 21ST FLOOR NEW YORK NY 10022 0 0 1 0 0001042589 COHEN PETER A C/O RAMIUS LLC 599 LEXINGTON AVENUE, 21ST FLOOR NEW YORK NY 10022 0 0 1 0 0001043935 STRAUSS THOMAS W C/O RAMIUS LLC 599 LEXINGTON AVENUE, 21ST FLOOR NEW YORK NY 10022 0 0 1 0 Common Stock, par value $0.20 335244 I By Ramius Enterprise Master Fund Ltd Common Stock, par value $0.20 794514 I By RCG PB, Ltd Common Stock, par value $0.20 965199 I By Ramius Value & Opportunity Master Fund Ltd 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 second of two identical reports relating to the same transaction being filed with the Securities and Exchange Commission. Each Reporting Person (other than Ramius Enterprise Master Fund Ltd, RCG PB, Ltd, and Ramius Value and Opportunity Master Fund Ltd) 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. Parche, LLC ("Parche") transferred all of the shares held by it to Ramius Enterprise Master Fund Ltd, the 100% owner of Parche, in a transaction exempt from Section 16 of the Exchange Act pursuant to Rule 16a-13 or otherwise. Shares of Common Stock beneficially owned by Ramius Enterprise Master Fund Ltd (Enterprise Master Fund). C4S, as the managing member of Ramius, the sole member of Ramius Advisors, the investment advisor of Enterprise Master Fund, may be deemed to beneficially own the shares of Common Stock beneficially owned by Enterprise Master Fund. Each of Messrs. Cohen, Stark, Solomon and Strauss, as the managing members of C4S, may be deemed to beneficially own the shares of Common Stock beneficially owned by Enterprise Master Fund. Ramius Value and Opportunity Master Fund transferred a portion of the shares held by it to RGC PB, Ltd in a transaction exempt from Section 16 of the Exchange Act pursuant to Rule 16a-13 or otherwise. Shares of Common Stock beneficially owned by RCG PB, Ltd ("RCG PB"). As the sole member of Ramius Advisors, the investment advisor of RCG PB, Ramius LLC may be deemed to beneficially own the shares of Common Stock beneficially owned by RCG PB. As the managing member of Ramius LLC, C4S & Co., LLC ("C4S") may be deemed to beneficially own the shares of Common Stock beneficially owned by RCG PB. 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 beneficially owned by RCG PB. Shares of Common Stock beneficially owned by Ramius Value and Opportunity Master Fund Ltd ("Ramius Value and Opportunity Master Fund"). Ramius LLC, as the sole member of RCG Starboard Advisors, LLC, the investment manager of Ramius Value and Opportunity Master Fund, may be deemed to beneficially own the shares of Common Stock beneficially owned by Ramius Value and Opportunity Master Fund. C4S, as the managing member of Ramius LLC, may be deemed to beneficially own the shares of Common Stock beneficially owned by Ramius Value and Opportunity Master Fund. 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 beneficially owned by Ramius Value and Opportunity Master Fund. /s/ Owen S. Littman, Authorized Signatory 2009-10-05 /s/ Owen S. Littman, as Attorney in Fact for Jeffrey M. Solomon, as Managing Member 2009-10-05 /s/ Owen S. Littman, as Attorney in Fact 2009-10-05 /s/ Owen S. Littman, as Attorney in Fact 2009-10-05 /s/ Owen S. Littman, as Attorney in Fact 2009-10-05 /s/ Owen S. Littman, as Attorney in Fact 2009-10-05