- Statement of Changes in Beneficial Ownership (4)
16 1월 2010 - 9:58AM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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February 28, 2011
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Ramius LLC
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2. Issuer Name
and
Ticker or Trading Symbol
IMAGE ENTERTAINMENT INC
[
DISK
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
599 LEXINGTON AVENUE, 20TH FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
1/12/2010
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(Street)
NEW YORK CITY, NY 10022
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock, par value $0.0001
(1)
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1/12/2010
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J
(2)
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1640653
(2)
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D
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$0
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1859347
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I
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By Portside Growth and Opportunity Fund
(3)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(
1)
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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 (Shares). Each Reporting Person disclaims beneficial ownership of the Shares 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 for purposes of Section 16 or for any other purpose.
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(
2)
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Shares delivered to cover a short sale against the box by Portside Growth and Opportunity Fund.
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(
3)
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Consists of Shares owned directly by Portside Growth and Opportunity Fund (Portside). As the investment advisor of Portside, Ramius LLC (Ramius) may be deemed to beneficially own the Shares owned by Portside. As the sole member of Ramius, Cowen Group, Inc. (Cowen) may be deemed to beneficially own the Shares owned by Portside. As a significant shareholder of Cowen, RCG Holdings LLC (RCG Holdings) may be deemed to beneficially own the Shares owned by Portside. As the managing member of RCG Holdings, C4S & Co., L.L.C. (C4S) may be deemed to beneficially own the Shares owned by Portside. 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 Portside. Each of Messrs. Cohen, Stark, Solomon and Strauss, Ramius, Cowen, RCG Holdings and C4S disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Ramius LLC
599 LEXINGTON AVENUE
20TH FLOOR
NEW YORK CITY, NY 10022
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X
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Portside Growth & Opportunity Fund
CITCO FUND SERVICES LIMITED
CORPORATE CENTER, WEST BAY ROAD
GRAND CAYMAN KY1-1205
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X
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C4S & CO LLC
599 LEXINGTON AVENUE
20TH FLOOR
NEW YORK, NY 10022
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X
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COHEN PETER A
C/O RAMIUS LLC
599 LEXINGTON AVENUE, 20TH FLOOR
NEW YORK, NY 10022
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X
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See Explanation of Responses
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STARK MORGAN B
C/O RAMIUS LLC
599 LEXINGTON AVENUE, 20TH FLOOR
NEW YORK, NY 10022
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X
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See Explanation of Responses
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STRAUSS THOMAS W
C/O RAMIUS LLC
599 LEXINGTON AVENUE, 20TH FLOOR
NEW YORK, NY 10022
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X
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See Explanation of Responses
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SOLOMON JEFFREY M
C/O RAMIUS LLC
599 LEXINGTON AVENUE, 20TH FLOOR
NEW YORK, NY 10022
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X
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See Explanation of Responses
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RCG HOLDINGS LLC
C/O RAMIUS LLC
599 LEXINGTON AVENUE, 20TH FLOOR
NEW YORK, NY 10022
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X
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COWEN GROUP, INC.
C/O RAMIUS LLC
599 LEXINGTON AVENUE, 20TH FLOOR
NEW YORK, NY 10022
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X
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Signatures
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By: Ramius LLC; By: /s/ Owen S. Littman, Authorized Signatory
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1/15/2010
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**
Signature of Reporting Person
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Date
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By: Portside Growth and Opportunity Fund; By: /s/ Owen S. Littman, Authroized Signatory
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1/15/2010
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**
Signature of Reporting Person
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Date
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By: C4S & Co., L.L.C., By: /s/ Owen S. Littman, as Attorney in Fact for Jeffrey M. Solomon, as Managing Member
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1/15/2010
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**
Signature of Reporting Person
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Date
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By: /s/ Owen S. Littman, as Attorney in Fact for Peter A. Cohen
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1/15/2010
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**
Signature of Reporting Person
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Date
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By: /s/ Owen S. Littman, as Attorney in Fact for Morgan B. Stark
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1/15/2010
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**
Signature of Reporting Person
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Date
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By: /s/ Owen S. Littman, as Attorney in Fact for Thomas W. Strauss
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1/15/2010
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**
Signature of Reporting Person
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Date
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By: /s/ Owen S. Littman, as Attorney in Fact for Jeffrey M. Solomon
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1/15/2010
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**
Signature of Reporting Person
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Date
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By: RCG Holdings LLC; By /s/ Owen S. Littman, Authorized Signatory
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1/15/2010
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Signature of Reporting Person
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Date
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By: Cowen Group, Inc.; By: /s/ Owen S. Littman, Authorized Signatory
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1/15/2010
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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