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)
599 LEXINGTON AVENUE, 20TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
PHOENIX TECHNOLOGIES LTD [ PTEC ]
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)
04/29/2008
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, $0.001 par value 04/29/2008 S 5,392 D $12.1739 455,225 I By Parche, LLC(1)
Common Stock, $0.001 par value 04/30/2008 S 5,600 D $11.8924 449,625 I By Parche, LLC(1)
Common Stock, $0.001 par value 05/01/2008 S 5,600 D $11.9907 444,025 I By Parche, LLC(1)
Common Stock, $0.001 par value 04/29/2008 S 28,308 D $12.1739 2,389,937 I By Starboard Value(2)
Common Stock, $0.001 par value 04/30/2008 S 29,400 D $11.8924 2,360,537 I By Starboard Value(2)
Common Stock, $0.001 par value 05/01/2008 S 29,400 D $11.9907 2,331,137 I By Starboard Value(2)
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*
RAMIUS CAPITAL GROUP LLC

(Last) (First) (Middle)
599 LEXINGTON AVENUE, 20TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Starboard Value & Opportunity Fund, LLC

(Last) (First) (Middle)
599 LEXINGTON AVENUE, 20TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Parche, LLC

(Last) (First) (Middle)
599 LEXINGTON AVENUE, 20TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
RCG STARBOARD ADVISORS, LLC

(Last) (First) (Middle)
599 LEXINGTON AVENUE, 20TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
C4S & CO LLC

(Last) (First) (Middle)
599 LEXINGTON AVENUE, 20TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
COHEN PETER A

(Last) (First) (Middle)
C/O RAMIUS LLC
599 LEXINGTON AVENUE, 20TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
STARK MORGAN B

(Last) (First) (Middle)
C/O RAMIUS LLC
599 LEXINGTON AVENUE, 20TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SOLOMON JEFFREY M

(Last) (First) (Middle)
C/O RAMIUS LLC
599 LEXINGTON AVENUE, 20TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
STRAUSS THOMAS W

(Last) (First) (Middle)
C/O RAMIUS LLC
599 LEXINGTON AVENUE, 20TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
RCG Enterprise Ltd

(Last) (First) (Middle)
599 LEXINGTON AVENUE, 20TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
Explanation of Responses:
1. Shares owned directly by Parche, LLC (Parche). RCG Enterprise, Ltd, as the sole non-managing member of Parche and owner of all economic interests therein, may be deemed to beneficially own the Shares owned by Parche. As the managing member of Parche, RCG Starboard Advisors, LLC (Starboard Advisors), may be deemed to beneficially own the Shares owned by Parche. As the sole member of Starboard Advisors, Ramius LLC (Ramius) may be deemed to beneficially own the Shares owned by Parche. As the managing member of Ramius, C4S & Co., L.L.C. (C4S), may be deemed to beneficially own the Shares owned by Parche. 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 owned by Parche. Each of Messrs. Cohen, Stark, Solomon and Strauss, Starboard Advisors, Ramius and C4S disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.
2. Shares owned directly by Starboard Value and Opportunity Master Fund, Ltd. (Starboard). As the investment manager of Starboard, Starboard Advisors may be deemed to beneficially own the Shares owned by Starboard. As the sole member of Starboard Advisors, Ramius may be deemed to beneficially own the Shares owned by Starboard. As the managing member of Ramius, C4S may be deemed to beneficially own the Shares owned by Starboard. 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 owned by Starboard. Each of Messrs. Cohen, Stark, Solomon and Strauss, Starboard Advisors, Ramius and C4S disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.
By: Ramius LLC By: /s/ Owen S. Littman, Authorized Signatory 05/01/2008
By: Starboard Value and Opportunity Master By: /s/ Owen S. Littman, Authorized Signatory 05/01/2008
By: Parche, LLC By: /s/ Owen S. Littman, Authorized Signatory 05/01/2008
By: RCG Starboard Advisors, LLC By: /s/ Owen S. Littman, Authorized Signatory 05/01/2008
By: C4S & Co., L.L.C. By: /s/ Owen S. Littman, as Attorney in Fact for Jeffrey M. Solomon, as Managing Member 05/01/2008
By: /s/ Owen S. Littman, as Attorney in Fact for Peter A. Cohen 05/01/2008
By: /s/ Owen S. Littman, as Attorney in Fact for Morgan B. Stark 05/01/2008
By: /s/ Owen S. Littman, as Attorney in Fact for Jeffrey M. Solomon 05/01/2008
By: /s/ Owen S. Littman, as Attorney in Fact for Thomas W. Strauss 05/01/2008
By: RCG Enterprise, Ltd By: /s/ Owen S. Littman, Authorized Signatory 05/01/2008
** 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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