SEC FORM 4

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, 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^*

RAMIUS LLC

(Last)

(First)

(Middle)

599 LEXINGTON AVENUE, 20TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
S1 CORP /DE/ [ SONE ]

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)
09/19/2008

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $.01 Par Value ^{( 1 )} ^{( 2 )}	09/19/2008		S ^{( 3 )}		28,526	D	$6.3446	1,077,195	I	By Parche, LLC ^{( 4 )}
Common Stock, $.01 Par Value ^{( 1 )} ^{( 2 )}	09/22/2008		S ^{( 3 )}		8,380	D	$6.646	1,068,815	I	By Parche, LLC ^{( 4 )}
Common Stock, $.01 Par Value ^{( 1 )} ^{( 2 )}	09/23/2008		S ^{( 3 )}		8,380	D	$6.6605	1,060,435	I	By Parche, LLC ^{( 4 )}
Common Stock, $.01 Par Value ^{( 1 )} ^{( 2 )}	09/19/2008		S ^{( 3 )}		817	D	$6.3446	31,190	I	By Ramius Fund III, Ltd ^{( 5 )}
Common Stock, $.01 Par Value ^{( 1 )} ^{( 2 )}	09/22/2008		S ^{( 3 )}		240	D	$6.646	30,950	I	By Ramius Fund III, Ltd ^{( 5 )}
Common Stock, $.01 Par Value ^{( 1 )} ^{( 2 )}	09/23/2008		S ^{( 3 )}		240	D	$6.6605	30,710	I	By Ramius Fund III, Ltd ^{( 5 )}
Common Stock, $.01 Par Value ^{( 1 )} ^{( 2 )}	09/19/2008		S ^{( 3 )}		3,251	D	$6.3446	126,492	I	By Ramius Leveraged M-S Master Fund Ltd ^{( 6 )}
Common Stock, $.01 Par Value ^{( 1 )} ^{( 2 )}	09/22/2008		S ^{( 3 )}		955	D	$6.646	125,537	I	By Ramius Leveraged M-S Master Fund Ltd ^{( 6 )}
Common Stock, $.01 Par Value ^{( 1 )} ^{( 2 )}	09/23/2008		S ^{( 3 )}		955	D	$6.6605	124,582	I	By Ramius Leveraged M-S Master Fund Ltd ^{( 6 )}
Common Stock, $.01 Par Value ^{( 1 )} ^{( 2 )}	09/19/2008		S ^{( 3 )}		3,251	D	$6.3446	121,247	I	By Ramius Merger Arbitrage Master Fund ^{( 7 )}
Common Stock, $.01 Par Value ^{( 1 )} ^{( 2 )}	09/22/2008		S ^{( 3 )}		955	D	$6.646	120,292	I	By Ramius Merger Arbitrage Master Fund ^{( 7 )}
Common Stock, $.01 Par Value ^{( 1 )} ^{( 2 )}	09/23/2008		S ^{( 3 )}		955	D	$6.6605	119,337	I	By Ramius Merger Arbitrage Master Fund ^{( 7 )}
Common Stock, $.01 Par Value ^{( 1 )} ^{( 2 )}	09/19/2008		S ^{( 3 )}		13,837	D	$6.3446	538,295	I	By Ramius Multi-Strategy Master Fund Ltd ^{( 8 )}
Common Stock, $.01 Par Value ^{( 1 )} ^{( 2 )}	09/22/2008		S ^{( 3 )}		4,065	D	$6.646	534,230	I	By Ramius Multi-Strategy Master Fund Ltd ^{( 8 )}
Common Stock, $.01 Par Value ^{( 1 )} ^{( 2 )}	09/23/2008		S ^{( 3 )}		4,065	D	$6.6605	530,165	I	By Ramius Multi-Strategy Master Fund Ltd ^{( 8 )}
Common Stock, $.01 Par Value ^{( 1 )} ^{( 2 )}	09/19/2008		S ^{( 3 )}		120,518	D	$6.3446	4,625,474	I	By Ramius Value and Oppr. Master Fund ^{( 9 )}
Common Stock, $.01 Par Value ^{( 1 )} ^{( 2 )}	09/22/2008		S ^{( 3 )}		35,405	D	$6.646	4,590,069	I	By Ramius Value and Oppr. Master Fund ^{( 9 )}
Common Stock, $.01 Par Value ^{( 1 )} ^{( 2 )}	09/23/2008		S ^{( 3 )}		35,405	D	$6.6605	4,554,664	I	By Ramius Value and Oppr. Master Fund ^{( 9 )}

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

RAMIUS LLC

(Last)

(First)

(Middle)

599 LEXINGTON AVENUE, 20TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Starboard Value & Opportunity Master Fund Ltd

(Last)

(First)

(Middle)

599 LEXINGTON AVENUE, 20TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Parche, LLC

(Last)

(First)

(Middle)

599 LEXINGTON AVENUE, 20TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

RCG Enterprise Ltd

(Last)

(First)

(Middle)

CITCO FUND SERVICES LIMITED

CORPORATE CENTER, WEST BAY ROAD

(Street)

GRAND CAYMAN

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

RAMIUS FUND III LTD

(Last)

(First)

(Middle)

CITCO FUND SERVICES LIMITED

CORPORATE CENTER, WEST BAY ROAD

(Street)

GRAND CAYMAN

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

RAMIUS MASTER FUND LTD

(Last)

(First)

(Middle)

CITCO FUND SERVICES LIMITED

CORPORATE CENTER, WEST BAY ROAD

(Street)

GRAND CAYMAN

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

RCG Ambrose Master Fund, Ltd.

(Last)

(First)

(Middle)

CITCO FUND SERVICES LIMITED

CORPORATE CENTER, WEST BAY ROAD

(Street)

GRAND CAYMAN

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

RCG HALIFAX FUND LTD

(Last)

(First)

(Middle)

CITCO FUND SERVICES LIMITED

CORPORATE CENTER, WEST BAY ROAD

(Street)

GRAND CAYMAN

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

RAMIUS ADVISORS LLC

(Last)

(First)

(Middle)

599 LEXINGTON AVENUE, 20TH FLOOR

(Street)

NEW YORK

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

10022

(City)

(State)

(Zip)

Explanation of Responses:

1. 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. 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.

2. Each Reporting Person disclaims beneficial ownership of the securities 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 these securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

3. The reported transaction was effected pursuant to a Rule 10b5-1 Sales Plan Agreement.

4. Shares of Common Stock beneficially owned by Parche, LLC (Parche). As the sole non-managing member of Parche, Ramius Enterprise Master Fund Ltd 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 sole member of RCG Starboard Advisors, Ramius LLC (Ramius) may be deemed to beneficially own the shares of Common Stock beneficially owned by Parche.

5. Shares of Common Stock beneficially owned by Ramius Fund III, Ltd (Ramius Fund III). As the investment advisor of Ramius Fund III, Ramius Advisors, LLC (Ramius Advisors) may be deemed to beneficially own the shares of Common Stock beneficially owned by Ramius Fund III. As the managing member of Ramius Advisors, Ramius may be deemed to beneficially own the shares of Common Stock beneficially owned by Ramius Fund III.

6. Shares of Common Stock beneficially owned by Ramius Leveraged Multi-Strategy Master Fund Ltd (Ramius Leveraged Multi-Strategy Master Fund). As the investment manager of Ramius Leveraged Multi-Strategy Master Fund, Ramius may be deemd to beneficially own the shares of Common Stock beneficially owned by Ramius Leveraged Multi-Strategy Master Fund.

7. Shares of Common Stock beneficially owned by Ramius Merger Arbitrage Master Fund Ltd (Ramius Merger Arbitrage Master Fund). As the investment manager of Ramius Merger Arbitrage Master Fund, Ramius may be deemed to beneficially own the shares of Common Stock beneficially owned by Ramius Merger Arbitrage Master Fund.

8. Shares of Common Stock beneficially owned by Ramius Multi-Strategy Master Fund Ltd (Ramius Multi-Strategy Master Fund). As the investment advisor of Ramius Multi-Strategy Master Fund, Ramius Advisors may be deemed to beneficially own the shares of Common Stock beneficially owned by Ramius Multi-Strategy Master Fund. As the managing member of Ramius Advisors, Ramius may be deemed to beneficially own the shares of Common Stock beneficially owned by Ramius Multi-Strategy Master Fund.

9. Shares of Common Stock beneficially owned by Ramius Value and Opportunity Master Fund, Ltd. (Ramius Value and Opportunity Master Fund). As the investment manager of Ramius Value and Opportunity Master Fund, RCG Starboard Advisors may be deemed to beneficially own the shares of Common Stock beneficially owned by Ramius Value and Opportunity Master Fund. As the sole member of RCG Starboard Advisors, Ramius may be deemed to beneficially own the shares of Common Stock beneficially owned by Ramius Value and Opportunity Master Fund.

	By: Ramius LLC; By: /s/ Owen S. Littman, Authorized Signatory	09/23/2008
	By: Ramius Value and Opportunity Master Fund Ltd; By: /s/ Owen S. Littman, Authorized Signatory	09/23/2008
	By: Parche, LLC; By: /s/ Owen S. Littman, Authorized Signatory	09/23/2008
	By: Ramius Enterprise Master Fund Ltd; By: /s/ Owen S. Littman, Authorized Signatory	09/23/2008
	By: Ramius Fund III, Ltd; By: /s/ Owen S. Littman, Authorized Signatory	09/23/2008
	By: Ramius Multi-Strategy Master Fund Ltd; By: /s/ Owen S. Littman, Authorized Signatory	09/23/2008
	By: Ramius Merger Arbitrage Master Fund Ltd; By: /s/ Owen S. Littman, Authorized Signatory	09/23/2008
	By: Ramius Leveraged Multi-Strategy Master Fund Ltd; By: /s/ Owen S. Littman, Authorized Signatory	09/23/2008
	By: Ramius Advisors, LLC; By: /s/ Owen S. Littman, Authorized Signatory	09/23/2008
	By: RCG Starboard Advisors, LLC; By: /s/ Owen S. Littman, Authorized Signatory	09/23/2008
	** 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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