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*
WHIPPOORWILL ASSOCIATES INC

(Last) (First) (Middle)
11 MARTINE AVENUE

(Street)
WHITE PLAINS NY 10606

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SILICON GRAPHICS INC [ SGIC ]
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)
04/01/2009
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)
Code V Amount (A) or (D) Price
Common Stock, par value $0.01 per share 04/01/2009 S 1,185,082 D $0.1439 0 I See footnotes(1)(2)(3)
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*
WHIPPOORWILL ASSOCIATES INC

(Last) (First) (Middle)
11 MARTINE AVENUE

(Street)
WHITE PLAINS NY 10606

(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*
GREENHAUS SHELLEY F

(Last) (First) (Middle)
C/O WHIPPOORWILL ASSOCIATES, INC.
11 MARTINE AVENUE

(Street)
WHITE PLAINS NY 10606

(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*
Gendal Steven K.

(Last) (First) (Middle)
C/O WHIPPOORWILL ASSOCIATES, INC.
11 MARTINE AVENUE

(Street)
WHITE PLAINS NY 10606

(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. This is a joint filing by Whippoorwill Associates, Incorporated ("Whippoorwill"), Shelley F. Greenhaus and Steven K. Gendal (collectively, the "Reporting Persons"). Based upon the Issuer's most recent Form 10-Q, filed on February 9, 2009, there were 11,648,568 shares of Common Stock, $0.01 par value per share (the "Common Stock") of the Issuer outstanding as of January 30, 2009. On April 1, 2009, Whippoorwill sold 1,185,082 shares of Common Stock through one or more brokers on the open market.
2. As a result, Whippoorwill beneficially owns 0 shares of Common Stock, or 0.0% of the Company's outstanding Common Stock, as of the date hereof. Mr. Greenhaus, as the President and a Principal of Whippoorwill, beneficially owns 0 shares of Common Stock, or 0.0% of the Company's outstanding Common Stock. Mr. Gendal, as Principal of Whippoorwill, beneficially owns 0 shares of Common Stock, or 0.0% of the Company's outstanding Common Stock.
3. Whippoorwill is the designated filer. The Reporting Persons are filing this joint Form 4 because they may be regarded as part of a group. However, each Reporting Person disclaims beneficial ownership of the shares previously owned by the other Reporting Persons and disclaims membership in a group, and this filing shall not constitute an acknowledgement that the Reporting Persons are part of a group.
/s/ Shelley F. Greenhaus, President, Whippoorwill Associates, Incorporated 04/06/2009
/s/ Shelley F. Greenhaus 04/06/2009
/s/ Steven K. Gendal 04/06/2009
** 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).
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