- Amended Statement of Beneficial Ownership (SC 13D/A)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 4) 1

Microtune, Inc.

(Name of Issuer)

Common Stock , $0.001 Par Value

(Title of Class of Securities)

59514P109

(CUSIP Number)

 

MARK MITCHELL

RAMIUS LLC

599 Lexington Avenue, 20th Floor

New York, New York 10022

[phone]

STEVEN WOLOSKY, ESQ.

OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP

Park Avenue Tower

65 East 55 th Street

New York, New York 10022

[phone]

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

October 26, 2010

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨ .

Note:   Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.   See § 240.13d-7 for other parties to whom copies are to be sent.

_______________

1               The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes ).

 

 

 

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CUSIP NO. 59514P109

 

1	NAME OF REPORTING PERSON   RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)  o   (b)  o
3	SEC USE ONLY
4	SOURCE OF FUNDS   WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   - 0 -
	8	SHARED VOTING POWER   - 0 -
	9	SOLE DISPOSITIVE POWER   - 0 -
	10	SHARED DISPOSITIVE POWER   - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   - 0 -
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   0%
14	TYPE OF REPORTING PERSON   CO

 

2

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CUSIP NO. 59514P109

 

1	NAME OF REPORTING PERSON   RAMIUS ENTERPRISE MASTER FUND LTD
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)  o   (b)  o
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   - 0 -
	8	SHARED VOTING POWER   - 0 -
	9	SOLE DISPOSITIVE POWER   - 0 -
	10	SHARED DISPOSITIVE POWER   - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   - 0 -
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   0%
14	TYPE OF REPORTING PERSON   CO

 

3

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CUSIP NO. 59514P109

 

1	NAME OF REPORTING PERSON   RAMIUS NAVIGATION MASTER FUND LTD
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)  o   (b)  o
3	SEC USE ONLY
4	SOURCE OF FUNDS   WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   - 0 -
	8	SHARED VOTING POWER   - 0 -
	9	SOLE DISPOSITIVE POWER   - 0 -
	10	SHARED DISPOSITIVE POWER   - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   - 0 -
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   0%
14	TYPE OF REPORTING PERSON   CO

 

4

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CUSIP NO. 59514P109

 

1	NAME OF REPORTING PERSON   RAMIUS OPTIMUM INVESTMENTS LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)  o   (b)  o
3	SEC USE ONLY
4	SOURCE OF FUNDS   WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   - 0 -
	8	SHARED VOTING POWER   - 0 -
	9	SOLE DISPOSITIVE POWER   - 0 -
	10	SHARED DISPOSITIVE POWER   - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   - 0 -
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   0%
14	TYPE OF REPORTING PERSON   CO

 

5

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CUSIP NO. 59514P109

 

1	NAME OF REPORTING PERSON   COWEN OVERSEAS INVESTMENT LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)  o   (b)  o
3	SEC USE ONLY
4	SOURCE OF FUNDS   WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   - 0 -
	8	SHARED VOTING POWER   - 0 -
	9	SOLE DISPOSITIVE POWER   - 0 -
	10	SHARED DISPOSITIVE POWER   - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   - 0 -
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   0%
14	TYPE OF REPORTING PERSON   PN

 

6

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CUSIP NO. 59514P109

 

1	NAME OF REPORTING PERSON   RCG PB, LTD
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)  o   (b)  o
3	SEC USE ONLY
4	SOURCE OF FUNDS   WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   - 0 -
	8	SHARED VOTING POWER   - 0 -
	9	SOLE DISPOSITIVE POWER   - 0 -
	10	SHARED DISPOSITIVE POWER   - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   - 0 -
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   0%
14	TYPE OF REPORTING PERSON   CO

 

7

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CUSIP NO. 59514P109

 

1	NAME OF REPORTING PERSON   RAMIUS ADVISORS, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)  o   (b)  o
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   - 0 -
	8	SHARED VOTING POWER   - 0 -
	9	SOLE DISPOSITIVE POWER   - 0 -
	10	SHARED DISPOSITIVE POWER   - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   - 0 -
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   0%
14	TYPE OF REPORTING PERSON   OO

 

8

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CUSIP NO. 59514P109

 

1	NAME OF REPORTING PERSON   RAMIUS VALUE AND OPPORTUNITY ADVISORS LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)  o   (b)  o
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   - 0 -
	8	SHARED VOTING POWER   - 0 -
	9	SOLE DISPOSITIVE POWER   - 0 -
	10	SHARED DISPOSITIVE POWER   - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   - 0 -
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   0%
14	TYPE OF REPORTING PERSON   OO

 

9

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CUSIP NO. 59514P109

 

1	NAME OF REPORTING PERSON   RAMIUS LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)  o   (b)  o
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   - 0 -
	8	SHARED VOTING POWER   - 0 -
	9	SOLE DISPOSITIVE POWER   - 0 -
	10	SHARED DISPOSITIVE POWER   - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   - 0 -
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   0%
14	TYPE OF REPORTING PERSON   OO

 

10

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CUSIP NO. 59514P109

 

1	NAME OF REPORTING PERSON   COWEN GROUP, INC.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)  o   (b)  o
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   - 0 -
	8	SHARED VOTING POWER   - 0 -
	9	SOLE DISPOSITIVE POWER   - 0 -
	10	SHARED DISPOSITIVE POWER   - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   - 0 -
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   0%
14	TYPE OF REPORTING PERSON   CO

 

11

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CUSIP NO. 59514P109

 

1	NAME OF REPORTING PERSON   RCG HOLDINGS LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)  o   (b)  o
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   - 0 -
	8	SHARED VOTING POWER   - 0 -
	9	SOLE DISPOSITIVE POWER   - 0 -
	10	SHARED DISPOSITIVE POWER   - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   - 0 -
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   0%
14	TYPE OF REPORTING PERSON   OO

 

12

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CUSIP NO. 59514P109

 

1	NAME OF REPORTING PERSON   C4S & CO., L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)  o   (b)  o
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   - 0 -
	8	SHARED VOTING POWER   - 0 -
	9	SOLE DISPOSITIVE POWER   - 0 -
	10	SHARED DISPOSITIVE POWER   - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   - 0 -
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   0%
14	TYPE OF REPORTING PERSON   OO

 

13

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CUSIP NO. 59514P109

 

1	NAME OF REPORTING PERSON   PETER A. COHEN
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)  o   (b)  o
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   - 0 -
	8	SHARED VOTING POWER   - 0 -
	9	SOLE DISPOSITIVE POWER   - 0 -
	10	SHARED DISPOSITIVE POWER   - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   - 0 -
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   0%
14	TYPE OF REPORTING PERSON   IN

 

14

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CUSIP NO. 59514P109

 

1	NAME OF REPORTING PERSON   MORGAN B. STARK
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)  o   (b)  o
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   - 0 -
	8	SHARED VOTING POWER   - 0 -
	9	SOLE DISPOSITIVE POWER   - 0 -
	10	SHARED DISPOSITIVE POWER   - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   - 0 -
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   0%
14	TYPE OF REPORTING PERSON   IN

 

15

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CUSIP NO. 59514P109

 

1	NAME OF REPORTING PERSON   JEFFREY M. SOLOMON
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)  o   (b)  o
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   - 0 -
	8	SHARED VOTING POWER   - 0 -
	9	SOLE DISPOSITIVE POWER   - 0 -
	10	SHARED DISPOSITIVE POWER   - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   - 0 -
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   0%
14	TYPE OF REPORTING PERSON   IN

 

16

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CUSIP NO. 59514P109

 

1	NAME OF REPORTING PERSON   THOMAS W. STRAUSS
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)  o   (b)  o
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   - 0 -
	8	SHARED VOTING POWER   - 0 -
	9	SOLE DISPOSITIVE POWER   - 0 -
	10	SHARED DISPOSITIVE POWER   - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   - 0 -
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   0%
14	TYPE OF REPORTING PERSON   IN

 

17

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CUSIP NO. 59514P109

 

The following constitutes Amendment No. 4 (“Amendment No. 4”) to the Schedule 13D filed by the undersigned.  This Amendment No. 4 amends the Schedule 13D as specifically set forth.

 

Item 2.

Identity and Background.

Item 2 is hereby amended and restated to read as follows:

 

(a)

This statement is filed by:

 

(i)

Ramius Value and Opportunity Master Fund Ltd, a Cayman Islands exempted company (“Value and Opportunity Master Fund”);

 

(ii)

Ramius Optimum Investments LLC, a Delaware limited liability company (“ROIL”);

 

(iii)

Ramius Navigation Master Fund Ltd, a Cayman Islands exempted company (“Navigation Master Fund”);

 

(iv)

Cowen Overseas Investment LP, a Cayman Islands limited partnership (“COIL”);

 

(v)

RCG PB, Ltd, a Cayman Islands exempted company (“RCG PB”);

 

(vi)

Ramius Enterprise Master Fund Ltd, a Cayman Islands exempted company (“Enterprise Master Fund”), which serves as the sole shareholder of Navigation Master Fund;

 

(vii)

Ramius Advisors, LLC, a Delaware limited liability company (“Ramius Advisors”), which serves as the investment advisor of Enterprise Master Fund, RCG PB and Navigation Master Fund, the managing member or ROIL and the general partner of COIL;

 

(viii)

Ramius Value and Opportunity Advisors LLC, a Delaware limited liability company (“Value and Opportunity Advisors”), which serves as the investment manager of Value and Opportunity Master Fund;

 

(ix)

Ramius LLC, a Delaware limited liability company (“Ramius”), which serves as the sole member of each of Value and Opportunity Advisors and Ramius Advisors;

 

(x)

Cowen Group, Inc., a Delaware corporation (“Cowen”), which serves as the sole member of Ramius;

 

(xi)

RCG Holdings LLC, a Delaware limited liability company (“RCG Holdings”), which is a significant shareholder of Cowen;

 

(xii)

C4S & Co., L.L.C., a Delaware limited liability company (“C4S”), which serves as managing member of RCG Holdings;

 

(xiii)

Peter A. Cohen, who serves as one of the managing members of C4S;

 

(xiv)

Morgan B. Stark, who serves as one of the managing members of C4S;

 

(xv)

Thomas W. Strauss, who serves as one of the managing members of C4S; and

 

(xvi)

Jeffrey M. Solomon, who serves as one of the managing members of C4S.

 

 

18

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CUSIP NO. 59514P109

 

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”  Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6.  Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

 

(b)           The address of the principal office of each of Ramius Advisors, ROIL, Value and Opportunity Advisors, Ramius, Cowen, RCG Holdings, C4S, and Messrs. Cohen, Stark, Strauss and Solomon is 599 Lexington Avenue, 20th Floor, New York, New York 10022.

 

The address of the principal office of each of Value and Opportunity Master Fund, RCG PB, COIL, Enterprise Master Fund and Navigation Master Fund is c/o Citco Fund Services (Cayman Islands) Limited, Regatta Office Park, Windward 1, 2nd Floor, PO Box 31106, Grand Cayman KY1-1205, Cayman Islands.  The officers and directors of each of Value and Opportunity Master Fund, RCG PB, Enterprise Master Fund, Navigation Master Fund and Cowen and their principal occupations and business addresses are set forth on Schedule B and incorporated by reference in this Item 2.

 

(c)           The principal business of each of Value and Opportunity Master Fund, ROIL, COIL, Navigation Master Fund and RCG PB is serving as a private investment fund.  Value and Opportunity Master Fund has been formed for the purpose of making equity investments and, on occasion, taking an active role in the management of portfolio companies in order to enhance shareholder value.  Each of ROIL, RCG PB, Navigation Master Fund and COIL has been formed for the purpose of making equity and debt investments.  Enterprise Master Fund is the sole shareholder of Navigation Master Fund.  The principal business of Value and Opportunity Advisors is acting as the investment manager of Value and Opportunity Master Fund.  The principal business of Ramius Advisors is acting as the investment advisor of each of Navigation Master Fund, RCG PB and Enterprise Master Fund, as the managing member of ROIL and as the general partner of COIL.  Ramius is engaged in money management and investment advisory services for third parties and proprietary accounts and serves as the sole member of each of Value and Opportunity Advisors and Ramius Advisors.  Cowen provides alternative investment management, investment banking, research, and sales and trading services through its business units, Ramius and Cowen and Company.  Cowen also serves as the sole member of Ramius.  RCG Holdings is a significant shareholder of Cowen.  C4S serves as managing member of RCG Holdings.  Messrs. Cohen, Strauss, Stark and Solomon serve as co-managing members of C4S.

 

(d)           No Reporting Person, nor any person listed on Schedule B, annexed hereto, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e)           No Reporting Person, nor any person listed on Schedule B, annexed hereto, has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

(f)           Messrs. Cohen, Stark, Strauss and Solomon are citizens of the United States of America.

 

 

19

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CUSIP NO. 59514P109

Item 3.

Source and Amount of Funds or Other Consideration .

 

Item 3 is hereby amended and restated to read as follows:

 

The Shares purchased by Value and Opportunity Master Fund, Navigation Master Fund, RCG PB, ROIL and COIL were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein.  As of October 26, 2010, none of Value and Opportunity Master Fund, Navigation Master Fund, RCG PB and Enterprise Master Fund beneficially owned any Shares.

 

Item 5.

Interest in Securities of the Issuer .

 

Item 5(a) is hereby amended and restated to read as follows:

As of the date hereof, none of the Reporting Persons directly or beneficially own any Shares.

Item 5(c) is hereby amended and restated to read as follows:

The transactions in the Shares by Value and Opportunity Master Fund, Navigation Master Fund, RCG PB, ROIL and COIL during the past 60 days are set forth in Schedule A and incorporated herein by reference.

Item 5(e) is hereby amended and restated to read as follows:

As of October 26, 2010, the Reporting Persons ceased to be beneficial owners of more than 5% of the securities of the Issuer.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer .

 

Item 6 is hereby amended to add the following:

 

On October 28, 2010, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D, with respect to securities of the Issuer, to the extent required by applicable law.  A copy of this agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 7.

Material to be Filed as Exhibits .

 

Item 7 is hereby amended to add the following exhibits:

 

99.1

Joint Filing Agreement by and among Ramius Value and Opportunity Master Fund Ltd, Ramius Navigation Master Fund Ltd, Ramius Optimum Investments LLC, RCG PB, Ltd, Cowen Overseas Investment LP, Ramius Enterprise Master Fund Ltd, Ramius Advisors, LLC, Ramius Value and Opportunity Advisors LLC, Ramius LLC, Cowen Group, Inc., RCG Holdings LLC, C4S & Co., L.L.C., Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss and Jeffrey M. Solomon, dated October 28, 2010.

 

 

20

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CUSIP NO. 59514P109

 

SIGNATURES

 

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated:  October 28, 2010

RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD By: Ramius Value and Opportunity Advisors LLC,        its investment manager   RAMIUS NAVIGATION MASTER FUND LTD By: Ramius Advisors, LLC,        its investment advisor   RAMIUS ENTERPRISE MASTER FUND LTD By: Ramius Advisors, LLC,        its investment advisor   RCG PB, LTD By: Ramius Advisors, LLC,        its investment advisor   RAMIUS VALUE AND OPPORTUNITY ADVISORS LLC By: Ramius LLC,         its sole member

RAMIUS OPTIMUM INVESTMENTS LLC By: Ramius Advisors, LLC,        its managing member   COWEN OVERSEAS INVESTMENT LP By: Ramius Advisors, LLC,        its general partner   RAMIUS ADVISORS, LLC By: Ramius LLC,         its sole member   RAMIUS LLC By: Cowen Group, Inc.,         its sole member   COWEN GROUP, INC.   RCG HOLDINGS LLC By: C4S & Co., L.L.C.,        its managing member   C4S & CO., L.L.C.

By:	/s/ Owen S. Littman
	Name:	Owen S. Littman
	Title:	Authorized Signatory

/s/ Owen S. Littman

OWEN S. LITTMAN

As attorney-in-fact for Jeffrey M. Solomon, Peter A. Cohen, Morgan B. Stark and Thomas W. Strauss

 

21

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CUSIP NO. 59514P109

 

SCHEDULE A

 

Transactions in the Shares During the Past 60 Days

Shares of Common Stock Purchased/(Sold)		Price Per Share($)	Date of Purchase/Sale
RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD
(696)		2.5000	09/07/2010
(90,132)		2.9800	09/09/2010
(29,000)		2.9800	09/09/2010
(80,449)		2.9728	09/09/2010
150,000		2.9300	09/16/2010
75,000		2.9300	09/17/2010
(589,392)		2.8900	10/26/2010
(677,801)		2.8950	10/26/2010
(294,696)		2.8900	10/26/2010
(1,594,127)		2.8910	10/26/2010
COWEN OVERSEAS INVESTMENT LP
(9)		2.5000	09/07/2010
(1,165)		2.9800	09/09/2010
(375)		2.9800	09/09/2010
(1,040)		2.9728	09/09/2010
50,000		2.9300	09/16/2010
25,000		2.9300	09/17/2010
(20,950)		2.8900	10/26/2010
(16,230)		2.8950	10/26/2010
(7,862)		2.8950	10/26/2010
(10,475)		2.8900	10/26/2010
(56,663)		2.8910	10/26/2010
RAMIUS NAVIGATION MASTER FUND LTD
(154)		2.5000	09/07/2010
(20,202)		2.9800	09/09/2010
(6,500)		2.9800	09/09/2010
(18,032)		2.9728	09/09/2010
(121,280)		2.8900	10/26/2010
(139,472)		2.8950	10/26/2010
(60,640)		2.8900	10/26/2010
(24,082)		2.8910	10/26/2010
(303,944)		2.8910	10/26/2010

 

 

 

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CUSIP NO. 59514P109

 

 

 

RCG PB, LTD
(338)		2.5000	09/07/2010
(43,512)		2.9800	09/09/2010
(14,000)		2.9800	09/09/2010
(38,837)		2.9728	09/09/2010
(265,822)		2.8900	10/26/2010
(305,696)		2.8950	10/26/2010
(128,753)		2.8900	10/26/2010
(4,158)		2.8900	10/26/2010
(718,968)		2.8910	10/26/2010
RAMIUS OPTIMUM INVESTMENTS LLC
(3)		2.5000	09/07/2010
(389)		2.9800	09/09/2010
(125)		2.9800	09/09/2010
(347)		2.9728	09/09/2010
(2,556)		2.8900	10/26/2010
(2,939)		2.8950	10/26/2010
(1,278)		2.8900	10/26/2010
(6,911)		2.8910	10/26/2010

 

 

 

 

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CUSIP NO. 59514P109

 

SCHEDULE B

 

Directors and Officers of Ramius Value and Opportunity Master Fund Ltd

 

Name and Position		Principal Occupation		Principal Business Address		Citizenship
Owen S. Littman Director		General Counsel of Cowen Group, Inc.		599 Lexington Avenue 20th Floor New York, New York 10022		United States
Mark R. Mitchell Director		Partner Managing Director of Ramius LLC		599 Lexington Avenue 20th Floor New York, New York 10022		United States
CFS Company Ltd. Director		Nominee Company registered with Cayman Islands Monetary Authority and is affiliated with Administrator of the Fund		c/o Citco Fund Services (Cayman Islands) Limited Regatta Office Park Windward 1, 2nd Floor PO Box 31106 Grand Cayman KY1-1205 Cayman Islands		Cayman Islands
CSS Corporation Ltd. Secretary		Affiliate of the Administrator of the Fund		c/o Citco Fund Services (Cayman Islands) Limited Regatta Office Park Windward 1, 2nd Floor PO Box 31106 Grand Cayman KY1-1205 Cayman Islands		Cayman Islands

 

Directors and Officers of Ramius Enterprise Master Fund Ltd

 

Name and Position		Principal Occupation		Principal Business Address		Citizenship
Morgan B. Stark Director		Chairman of Ramius LLC		599 Lexington Avenue 20th Floor New York, New York 10022		United States
Owen S. Littman Director		General Counsel of Cowen Group, Inc.		599 Lexington Avenue 20th Floor New York, New York 10022		United States
CFS Company Ltd. Director		Nominee Company registered with Cayman Islands Monetary Authority and is affiliated with Administrator of the Fund		c/o Citco Fund Services (Cayman Islands) Limited Regatta Office Park Windward 1, 2nd Floor PO Box 31106 Grand Cayman KY1-1205 Cayman Islands		Cayman Islands
CSS Corporation Ltd. Secretary		Affiliate of the Administrator of the Fund		c/o Citco Fund Services (Cayman Islands) Limited Regatta Office Park Windward 1, 2nd Floor PO Box 31106 Grand Cayman KY1-1205 Cayman Islands		Cayman Islands

 

 

 

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CUSIP NO. 59514P109

 

Directors and Officers of Ramius Navigation Master Fund Ltd

 

Name and Position		Principal Occupation		Principal Business Address		Citizenship
Jeffrey C. Smith Director		Partner Managing Director of Ramius LLC		599 Lexington Avenue 20th Floor New York, New York 10022		United States

 

Directors and Officers of RCG PB, Ltd

 

Name and Position		Principal Occupation		Principal Business Address		Citizenship
Morgan B. Stark Director		Chief Executive Officer and President of Ramius LLC		599 Lexington Avenue 20th Floor New York, New York 10022		United States
Owen S. Littman Director		General Counsel of Cowen Group, Inc.		599 Lexington Avenue 20th Floor New York, New York 10022		United States
CFS Company Ltd. Director		Nominee Company registered with Cayman Islands Monetary Authority and is affiliated with Administrator of the Fund		c/o Citco Fund Services (Cayman Islands) Limited Regatta Office Park Windward 1, 2nd Floor PO Box 31106 Grand Cayman KY1-1205 Cayman Islands		Cayman Islands
CSS Corporation Ltd. Secretary		Affiliate of the Administrator of the Fund		c/o Citco Fund Services (Cayman Islands) Limited Regatta Office Park Windward 1, 2nd Floor PO Box 31106 Grand Cayman KY1-1205 Cayman Islands		Cayman Islands

 

 

 

 

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CUSIP NO. 59514P109

 

Directors and Officers of Cowen Group, Inc.

 

Name and Position		Principal Occupation		Principal Business Address		Citizenship
Peter A. Cohen Chairman of the Board and Chief Executive Officer		Chief Executive Officer of Cowen Group, Inc.		c/o Cowen Group, Inc. 599 Lexington Avenue 20th Floor New York, New York 10022		United States
Steven Kotler Director		Vice Chairman of Gilbert Global Equity Partners		c/o Cowen Group, Inc. 599 Lexington Avenue 20th Floor New York, New York 10022		United States
Jules B. Kroll Director		President of JEMKroll Group		c/o Cowen Group, Inc. 599 Lexington Avenue 20th Floor New York, New York 10022		United States
David M. Malcolm Director		Chairman of Cowen and Company, LLC		c/o Cowen Group, Inc. 599 Lexington Avenue 20th Floor New York, New York 10022		United States
Jerome S. Markowitz Director		Senior Partner at Conifer Securities LLC		c/o Cowen Group, Inc. 599 Lexington Avenue 20th Floor New York, New York 10022		United States
Jack H. Nusbaum Director		Chairman of Willkie Farr & Gallagher LLP		c/o Cowen Group, Inc. 599 Lexington Avenue 20th Floor New York, New York 10022		United States
Edoardo Spezzotti Director		Senior Executive Vice President of Unicredit Group		c/o Cowen Group, Inc. 599 Lexington Avenue 20th Floor New York, New York 10022		Italy
John E. Toffolon, Jr. Lead Director		Director, Westway Group, Inc.		c/o Cowen Group, Inc. 599 Lexington Avenue 20th Floor New York, New York 10022		United States
Christopher A. White Chief of Staff		Chief of Staff of Cowen Group, Inc.		c/o Cowen Group, Inc. 599 Lexington Avenue 20th Floor New York, New York 10022		United States

 

 

 

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CUSIP NO. 59514P109

 

Joseph R. Wright Director		Senior Advisor to The Chart Group, L.P. and Director of Scientific Games Corporation		c/o Cowen Group, Inc. 599 Lexington Avenue 20th Floor New York, New York 10022		United States
Morgan B. Stark Member of Executive and Operating Committees		Chairman of Ramius LLC		c/o Cowen Group, Inc. 599 Lexington Avenue 20th Floor New York, New York 10022		United States
Thomas W. Strauss Member of Executive and Operating Committees		President of Ramius LLC		c/o Cowen Group, Inc. 599 Lexington Avenue 20th Floor New York, New York 10022		United States
Stephen A. Lasota Chief Financial Officer		Chief Financial Officer of Ramius LLC		c/o Cowen Group, Inc. 599 Lexington Avenue 20th Floor New York, New York 10022		United States
Jeffrey M. Solomon Chief Operating Officer, Chief Strategy Officer, Chairman of the Investment Committee and member of the Operating Committee		Chief Operating Officer of Cowen Group, Inc.		c/o Cowen Group, Inc. 599 Lexington Avenue 20th Floor New York, New York 10022		United States