| 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, Section 17(a) of the Public Utility Holding Company Act of 1935 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
KENSEY NASH CORP [ KNSY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 3. Date of Earliest Transaction
(Month/Day/Year)
10/20/2008 |
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 $.001 ( 1 ) | 10/20/2008 | S ( 2 ) | 3,264 | D | $27.6039 | 184,105 | I | By Parche LLC ( 3 ) ( 4 ) | ||
| Common Stock, par value $.001 ( 1 ) | 10/20/2008 | S ( 2 ) | 17,136 | D | $27.6039 | 966,540 | I | By Ramius Value & Opportunity Master ( 5 ) | ||
| Common Stock, par value $.001 ( 1 ) | 10/21/2008 | S ( 2 ) | 4,000 | D | $27.2596 | 180,105 | I | By Parche LLC ( 3 ) ( 4 ) | ||
| Common Stock, par value $.001 ( 1 ) | 10/21/2008 | S ( 2 ) | 21,000 | D | $27.2596 | 954,540 | I | By Ramius Value & Opportunity Master ( 5 ) | ||
| Common Stock, par value $.001 ( 1 ) | 10/22/2008 | S ( 2 ) | 4,000 | D | $26.4986 | 176,105 | I | By Parche LLC ( 3 ) ( 4 ) | ||
| Common Stock, par value $.001 ( 1 ) | 10/22/2008 | S ( 2 ) | 21,000 | D | $26.4986 | 924,540 | I | By Ramius Value & Opportunity Master ( 5 ) | ||
| Common Stock, par value $.001 ( 1 ) | 10/23/2008 | S ( 2 ) | 2,880 | D | $27.0121 | 173,225 | I | By Parche LLC ( 3 ) ( 4 ) | ||
| Common Stock, par value $.001 ( 1 ) | 10/23/2008 | S ( 2 ) | 15,120 | D | $27.0121 | 909,420 | I | By Ramius Value & Opportunity Master ( 5 ) | ||
| Common Stock, par value $.001 ( 1 ) | 10/24/2008 | S ( 2 ) | 1,920 | D | $26.0564 | 171,305 | I | By Parche LLC ( 3 ) ( 4 ) | ||
| Common Stock, par value $.001 ( 1 ) | 10/24/2008 | S ( 2 ) | 10,080 | D | $26.0564 | 899,340 | I | By Ramius Value & Opportunity Master ( 5 ) | ||
| Common Stock, par value $.001 ( 1 ) | 10/27/2008 | S ( 2 ) | 2,080 | D | $24.9548 | 169,225 | I | By Parche LLC ( 3 ) ( 4 ) | ||
| Common Stock, par value $.001 ( 1 ) | 10/27/2008 | S ( 2 ) | 10,920 | D | $24.9548 | 888,420 | I | By Ramius Value & Opportunity Master ( 5 ) | ||
| Common Stock, par value $.001 ( 1 ) | 10/28/2008 | S ( 2 ) | 2,880 | D | $24.9334 | 166,345 | I | By Parche LLC ( 3 ) ( 4 ) | ||
| Common Stock, par value $.001 ( 1 ) | 10/28/2008 | S ( 2 ) | 15,120 | D | $24.9334 | 873,300 | I | By Ramius Value & Opportunity Master ( 5 ) | ||
| Common Stock, par value $.001 ( 1 ) | 10/29/2008 | S ( 2 ) | 1,920 | D | $25.3233 | 164,425 | I | By Parche LLC ( 3 ) ( 4 ) | ||
| Common Stock, par value $.001 ( 1 ) | 10/29/2008 | S ( 2 ) | 10,080 | D | $25.3233 | 863,220 | I | By Ramius Value & Opportunity Master ( 5 ) | ||
| Common Stock, par value $.001 ( 1 ) | 10/30/2008 | S ( 2 ) | 1,680 | D | $25.026 | 162,745 | I | By Parche LLC ( 3 ) ( 4 ) | ||
| Common Stock, par value $.001 ( 1 ) | 10/30/2008 | S ( 2 ) | 8,820 | D | $25.026 | 854,400 | I | By Ramius Value & Opportunity Master ( 5 ) | ||
| Common Stock, par value $.001 ( 1 ) | 10/31/2008 | S ( 2 ) | 1,840 | D | $25.3584 | 160,905 | I | By Parche LLC ( 3 ) ( 4 ) | ||
| Common Stock, par value $.001 ( 1 ) | 10/31/2008 | S ( 2 ) | 9,660 | D | $25.3584 | 844,740 | I | By Ramius Value & Opportunity Master ( 5 ) | ||
| Common Stock, par value $.001 ( 1 ) | 11/03/2008 | S ( 2 ) | 1,920 | D | $25.5152 | 158,985 | I | By Parche LLC ( 3 ) ( 4 ) | ||
| Common Stock, par value $.001 ( 1 ) | 11/03/2008 | S ( 2 ) | 10,080 | D | $25.5152 | 834,660 | I | By Ramius Value & Opportunity Master ( 5 ) | ||
| Common Stock, par value $.001 ( 1 ) | 11/04/2008 | S ( 2 ) | 1,280 | D | $25.2411 | 157,705 | I | By Parche LLC ( 3 ) ( 4 ) | ||
| Common Stock, par value $.001 ( 1 ) | 11/04/2008 | S ( 2 ) | 6,720 | D | $25.2411 | 827,940 | I | By Ramius Value & Opportunity Master ( 5 ) | ||
| Common Stock, par value $.001 ( 1 ) | 11/05/2008 | S ( 2 ) | 1,920 | D | $25.1936 | 155,785 | I | By Parche LLC ( 3 ) ( 4 ) | ||
| Common Stock, par value $.001 ( 1 ) | 11/05/2008 | S ( 2 ) | 10,080 | D | $25.1936 | 817,860 | I | By Ramius Value & Opportunity Master ( 5 ) | ||
| Common Stock, par value $.001 ( 1 ) | 11/06/2008 | S ( 2 ) | 2,240 | D | $23.9255 | 153,545 | I | By Parche LLC ( 3 ) ( 4 ) | ||
| Common Stock, par value $.001 ( 1 ) | 11/06/2008 | S ( 2 ) | 11,760 | D | $23.9255 | 806,100 | I | By Ramius Value & Opportunity Master ( 5 ) | ||
| Common Stock, par value $.001 ( 1 ) | 11/07/2008 | S ( 2 ) | 1,280 | D | $24.0846 | 152,265 | I | By Parche LLC ( 3 ) ( 4 ) | ||
| Common Stock, par value $.001 ( 1 ) | 11/07/2008 | S ( 2 ) | 6,720 | D | $24.0846 | 799,380 | I | By Ramius Value & Opportunity Master ( 5 ) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities) |
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| 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*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Each Reporting Person disclaims beneficial ownership of the shares of Common Stock 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 of Common Stock for purposes of Section 16 or for any other purpose. |
| 2. The reported transaction was effected pursuant to a Rule 10b5-1 Sales Plan Agreement. |
| 3. Consists of shares of Common Stock owned directly by Parche, LLC (Parche). As the sole non-managing member of Parche, Ramius Enterprise Master Fund Ltd (Ramius Enterprise) may be deemed to beneficially own the shares of Common Stock beneficially owned by Parche. As the managing member of Parche, RCG Starboard Advisors, LLC (RCG Starboard Advisors) may be deemed to beneficially own the shares of Common Stock beneficially owned by Parche. As the investment advisor of Ramius Enterprise, Ramius Advisors, LLC (Ramius Advisors) may be deemed to beneficially own the shares of Common Stock owned by Parche. As the sole member of each of RCG Starboard Advisors and Ramius Advisors, Ramius LLC (Ramius) may be deemed to beneficially own the shares of Common Stock beneficially owned by Parche. |
| 4. (continued from footnote (3)) As the managing member of Ramius, C4S & Co., L.L.C. (C4S) may be deemed to beneficially own the shares of Common Stock 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 of Common Stock owned by Parche. Each of Messrs. Cohen, Stark, Solomon and Strauss, RCG Starboard Advisors, Ramius, Ramius Enterprise, Ramius Advisors and C4S disclaims beneficial ownership of such shares of Common Stock except to the extent of his or its pecuniary interest therein. |
| 5. Consists of shares of Common Stock owned directly by Ramius Value and Opportunity Master Fund Ltd. (Ramius Value). As the investment manager of Ramius Value, RCG Starboard Advisors may be deemed to beneficially own the shares of Common Stock owned by Ramius Value. As the sole member of RCG Starboard Advisors, Ramius may be deemed to beneficially own the shares of Common Stock owned by Ramius Value. As the managing member of Ramius, C4S may be deemed to beneficially own the shares of Common Stock owned by Ramius Value. 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 Ramius Value. Each of Messrs. Cohen, Stark, Solomon and Strauss, RCG Starboard Advisors, Ramius and C4S disclaims beneficial ownership of such shares of Common Stock except to the extent of his or its pecuniary interest therein. |
| Remarks: |
| The Reporting Persons are electing to file this report to cover any possibility that the Reporting Persons may be deemed to be directors by deputization by virtue of the fact that Mr. Jeffrey Smith, an employee of one of the Reporting Persons, currently serves on the board of directors of the Issuer. Since the Securities and Exchange Commission's electronic filing system only accepts a maximum of 30 lines per Table, this report is the first in a series of three reports being filed with the Securities and Exchange Commission. 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 transaction being filed with the Securities and Exchange Commission. |
| By: Ramius LLC; By: /s/ Owen S. Littman, Authorized Signatory | 01/15/2009 | |
| By: Ramius Value and Opportunity Master Fund Ltd; By: /s/ Owen S. Littman, Authorized Signatory | 01/15/2009 | |
| By: Parche, LLC; By: /s/ Owen S. Littman, Authorized Signatory | 01/15/2009 | |
| By: RCG Starboard Advisors, LLC; By: /s/ Owen S. Littman, Authorized Signatory | 01/15/2009 | |
| By: Ramius Enterprise Master Fund Ltd; By: /s/ Owen S. Littman, Authorized Signatory | 01/15/2009 | |
| By: Ramius Advisors, LLC; By: /s/ Owen S. Littman, Authroized Signatory | 01/15/2009 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||