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 CITY NY 10022

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
LENOX GROUP INC [ LNX ]
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 Par Value $0.01 Per Share 04/29/2008 S 14,780 D $1.4965 1,501,964 I By RCG Carpathia Master Fund, Ltd.(1)
Common Stock Par Value $0.01 Per Share 04/30/2008 S 4,957 D $1.4884 1,497,007 I By RCG Carpathia Master Fund, Ltd.(1)
Common Stock Par Value $0.01 Per Share 05/01/2008 S 15,962 D $1.4843 1,481,045 I By RCG Carpathia Master Fund, Ltd.(1)
Common Stock Par Value $0.01 Per Share 04/29/2008 S 2,720 D $1.4965 276,477 I By RGC Enterprise, Ltd(2)(3)
Common Stock Par Value $0.01 Per Share 04/30/2008 S 913 D $1.4884 275,564 I By RGC Enterprise, Ltd(2)(3)
Common Stock Par Value $0.01 Per Share 05/01/2008 S 2,938 D $1.4843 272,626 I By RGC Enterprise, Ltd(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*
RAMIUS CAPITAL GROUP LLC

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

(Street)
NEW YORK CITY NY 10022

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

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

(Street)
NEW YORK CITY 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 CITY 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 CITY 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 CITY 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 CITY NY 10022

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

(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 CARPATHIA MASTER FUND LTD

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

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
Explanation of Responses:
1. Consists of Shares owned by RCG Carpathia Master Fund, Ltd. (RCG Carpathia). As the investment advisor of RCG Carpathia, with the power to direct some of the affairs, including decisions with respect to the disposition of the proceeds from the sale of the Shares, of RCG Carpathia, Ramius LLC (Ramius) may be deemed to beneficially own the Shares owned by RCG Carpathia. As the managing member of Ramius, C4S & Co., L.L.C. (C4S) may be deemed to beneficially own the Shares owned by RCG Carpathia. 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 RCG Carpathia. Each of Messrs. Cohen, Stark, Solomon and Strauss, Ramius and C4S disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.
2. Consists of Shares owned by RCG Enterprise, Ltd (RCG Enterprise). As a result of a reorganization of certain of the Reporting Persons and their affilates, the Shares previously reported as beneficially owned by Ramius Securities, L.L.C. (Ramius Securities), were transferred to RCG Enterprise, its affiliate. As of the date hereof, Ramius Securities no longer beneficially owns any Shares.
3. (continued from previous footnote) As the investment manager of RCG Enterprise, with the power to direct some of the affairs, including decisions with respect to the disposition of the proceeds from the sale of the Shares, of RCG Enterprise, Ramius may be deemed to beneficially own the Shares owned by RCG Enterprise. As the managing member of Ramius, C4S may be deemed to beneficially own the Shares owned by RCG Enterprise. As the managing members of C4S, each of Messrs. Cohen, Stark, Solomon and Strauss may be deemed to beneficially own the Shares owned by RCG Enterprise. Each of Messrs. Cohen, Stark, Solomon and Strauss, 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: 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 Thomas W. Strauss 05/01/2008
By: /s/ Owen S. Littman, as Attorney in Fact for Jeffrey M. Solomon 05/01/2008
By: RCG Enterprise, Ltd, By: /s/ Owen S. Littman, Authorized Signatory 05/01/2008
By: RCG Carpathia Master Fund, 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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