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 AVENUE

20TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CPI CORP [ CPY ]

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)
07/29/2009

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, $0.40 Par Value⁽¹⁾⁽²⁾	07/29/2009		S⁽³⁾		795	D	$18.4743	24,006	I	By Leveraged Multi-Strategy Master Fund Ltd⁽⁴⁾
Common Stock, $0.40 Par Value⁽¹⁾⁽²⁾	07/30/2009		S⁽³⁾		678	D	$18.6961	23,328	I	By Leveraged Multi-Strategy Master Fund Ltd⁽⁴⁾
Common Stock, $0.40 Par Value⁽¹⁾⁽²⁾	07/29/2009		S⁽³⁾		725	D	$18.4743	197,305	I	By Ramius Enterprise Master Fund Ltd⁽⁵⁾
Common Stock, $0.40 Par Value⁽¹⁾⁽²⁾	07/30/2009		S⁽³⁾		619	D	$18.6961	196,686	I	By Ramius Enterprise Master Fund Ltd⁽⁵⁾
Common Stock, $0.40 Par Value⁽¹⁾⁽²⁾	07/29/2009		S⁽³⁾		644	D	$18.4743	175,396	I	By Ramius Multi-Strategy Master Fund Ltd⁽⁶⁾
Common Stock, $0.40 Par Value⁽¹⁾⁽²⁾	07/30/2009		S⁽³⁾		549	D	$18.6961	174,847	I	By Ramius Multi-Strategy Master Fund Ltd⁽⁶⁾
Common Stock, $0.40 Par Value⁽¹⁾⁽²⁾	07/29/2009		S⁽³⁾		3,636	D	$18.4743	188,214	I	By Starboard Value & Opportunity Fund⁽⁷⁾
Common Stock, $0.40 Par Value⁽¹⁾⁽²⁾	07/30/2009		S⁽³⁾		3,104	D	$18.6961	185,110	I	By Starboard Value & Opportunity Fund⁽⁷⁾
Common Stock, $0.40 Par Value⁽¹⁾⁽²⁾								192,000	I	By Ramius Merger Arbitrage Master Fund Ltd⁽⁸⁾
Common Stock, $0.40 Par Value⁽¹⁾⁽²⁾								797,988	I	By Ramius Value and Opportunity Master Fund Ltd⁽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 LLC

(Last)

(First)

(Middle)

599 LEXINGTON AVENUE

20TH FLOOR

(Street)

NEW YORK

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 Fund, LLC

(Last)

(First)

(Middle)

C/O RAMIUS LLC, 599 LEXINGTON AVENUE

20TH FLOOR

(Street)

NEW YORK

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^*

RAMIUS MULTI-STRATEGY MASTER FUND LTD

(Last)

(First)

(Middle)

C/O RAMIUS LLC, 599 LEXINGTON AVENUE

20TH FLOOR

(Street)

NEW YORK

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^*

Ramius Merger Arbitrage Master Fund Ltd

(Last)

(First)

(Middle)

C/O RAMIUS LLC, 599 LEXINGTON AVENUE

20TH FLOOR

(Street)

NEW YORK

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^*

RAMIUS LEVERAGED MULTI-STRATEGY MASTER FUND LTD

(Last)

(First)

(Middle)

C/O RAMIUS LLC, 599 LEXINGTON AVENUE

20TH FLOOR

(Street)

NEW YORK

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^*

RAMIUS VALUE & OPPORTUNITY MASTER FUND LTD

(Last)

(First)

(Middle)

C/O RAMIUS LLC, 599 LEXINGTON AVENUE

20TH FLOOR

(Street)

NEW YORK

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

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^*

RAMIUS ENTERPRISE MASTER FUND LTD

(Last)

(First)

(Middle)

C/O RAMIUS LLC, 599 LEXINGTON AVENUE

20TH FLOOR

(Street)

NEW YORK

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^*

RAMIUS ADVISORS LLC

(Last)

(First)

(Middle)

C/O RAMIUS LLC, 599 LEXINGTON AVENUE

20TH FLOOR

(Street)

NEW YORK

10022

(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 the 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 transactions 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 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. The reported transaction was effected pursuant to a Rule 10b5-1 Sales Plan Agreement.

4. Shares of Common Stock beneficially owned by Ramius Leveraged Multi-Strategy Master Fund Ltd (Leveraged Multi-Strategy Master Fund). Ramius Advisors, LLC (Ramius Advisors), as the investment advisor of Leveraged Multi-Strategy Master Fund, may be deemed to beneficially own the shares of Common Stock beneficially owned by Leveraged Multi-Strategy Master Fund. Ramius LLC (Ramius), as the sole member of Ramius Advisors, may be deemed to beneficially own the shares of Common Stock beneficially owned by Leveraged Multi-Strategy Master Fund.

5. Shares of Common Stock beneficially owned by Ramius Enterprise Master Fund Ltd (Enterprise Master Fund). Ramius Advisors, as the investment advisor of Enterprise Master Fund, may be deemed to beneficially own the shares of Common Stock beneficially owned by Enterprise Master Fund. Ramius, as the sole member of Ramius Advisors, may be deemed to beneficially own the shares of Common Stock beneficially owned by Enterprise Master Fund.

6. Shares of Common Stock beneficially owned by Ramius Multi-Strategy Master Fund Ltd (Multi-Strategy Master Fund). Ramius Advisors, as the investment advisor of Multi-Strategy Master Fund, may be deemed to beneficially own the shares of Common Stock beneficially owned by Multi-Strategy Master Fund. Ramius, as the sole member of Ramius Advisors, may be deemed to beneficially own the shares of Common Stock beneficially owned by Multi-Strategy Master Fund.

7. Shares of Common Stock beneficially owned by Starboard Value & Opportunity Fund, LLC (Starboard Value & Opportunity Fund). RCG Starboard Advisors, LLC (RCG Starboard Advisors), as the managing member of Starboard Value & Opportunity Fund, may be deemed to beneficially own the shares of Common Stock beneficially owned by Starboard Value & Opportunity Fund. Ramius, as the sole member of RCG Starboard Advisors, may be deemed to beneficially own the shares of Common Stock beneficially owned by Starboard Value & Opportunity Fund.

8. Shares of Common Stock beneficially owned by Ramius Merger Arbitrage Master Fund Ltd (Merger Arbitrage Master Fund). Ramius Advisors, as the investment advisor of Merger Arbitrage Master Fund, may be deemed to beneficially own the shares of Common Stock beneficially owned by Merger Arbitrage Master Fund. Ramius, as the sole member of Ramius Advisors, may be deemed to beneficially own the shares of Common Stock beneficially owned by Merger Arbitrage Master Fund.

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

Remarks:

	/s/ Owen S. Littman, Authorized Signatory	07/31/2009
	Owen S. Littman, Authorized Signatory	07/31/2009
	Owen S. Littman, Authorized Signatory	07/31/2009
	Owen S. Littman, Authorized Signatory	07/31/2009
	Owen S. Littman, Authorized Signatory	07/31/2009
	Owen S. Littman, Authorized Signatory	07/31/2009
	Owen S. Littman, Authorized Signatory	07/31/2009
	Owen S. Littman, Authorized Signatory	07/31/2009
	Owen S. Littman, Authorized Signatory	07/31/2009
	** 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).
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