Form 4 CPI CORP For: Sep 30 Filed by: RAMIUS MULTI-STRATEGY MASTER FUND LTD (10K)

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
CPI CORP [CPY]

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)
09/30/2009

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, $0.40 Par Value ⁽¹⁾ ⁽²⁾	09/30/2009		S⁽³⁾		675	D	$ 12.7341	154,751	I	By Ramius Enterprise Master Fund Ltd ⁽⁴⁾
Common Stock, $0.40 Par Value ⁽¹⁾ ⁽²⁾	10/01/2009		S		752	D	$ 12.014	153,999	I	By Ramius Enterprise Master Fund Ltd ⁽⁴⁾
Common Stock, $0.40 Par Value ⁽¹⁾ ⁽²⁾	09/30/2009		S⁽³⁾		599	D	$ 12.7341	137,609	I	By Ramius Multi-Strategy Master Fund Ltd ⁽⁵⁾
Common Stock, $0.40 Par Value ⁽¹⁾ ⁽²⁾	10/01/2009		S		669	D	$ 12.014	136,940	I	By Ramius Multi-Strategy Master Fund Ltd ⁽⁵⁾
Common Stock, $0.40 Par Value ⁽¹⁾ ⁽²⁾	09/30/2009		S⁽³⁾		740	D	$ 12.7341	169,374	I	By Ramius Merger Arbitrage Master Fund Ltd ⁽⁶⁾
Common Stock, $0.40 Par Value ⁽¹⁾ ⁽²⁾	10/01/2009		S		823	D	$ 12.014	168,551	I	By Ramius Merger Arbitrage Master Fund Ltd ⁽⁶⁾
Common Stock, $0.40 Par Value ⁽¹⁾ ⁽²⁾	09/30/2009		S⁽³⁾		3,386	D	$ 12.7341	772,769	I	By Ramius Value and Opportunity Master Fund Ltd ⁽⁷⁾
Common Stock, $0.40 Par Value ⁽¹⁾ ⁽²⁾	10/01/2009		S		2,060	D	$ 12.014	421,801 ⁽⁸⁾	I	By Ramius Value and Opportunity Master Fund Ltd ⁽⁷⁾
Common Stock, $0.40 Par Value ⁽¹⁾ ⁽²⁾	10/01/2009		S		1,696	D	$ 12.014	347,212 ⁽⁸⁾	I	By RCG PB, Ltd ⁽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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

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 Fund, LLC

(Last)

(First)

(Middle)

C/O RAMIUS LLC, 599 LEXINGTON AVENUE, 20TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

RAMIUS MULTI-STRATEGY MASTER FUND LTD

(Last)

(First)

(Middle)

C/O RAMIUS LLC, 599 LEXINGTON AVENUE, 20TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Ramius Merger Arbitrage Master Fund Ltd

(Last)

(First)

(Middle)

C/O RAMIUS LLC, 599 LEXINGTON AVENUE, 20TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

RAMIUS VALUE & OPPORTUNITY MASTER FUND LTD

(Last)

(First)

(Middle)

C/O RAMIUS LLC, 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)

C/O RAMIUS LLC, 599 LEXINGTON AVENUE, 20TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

RAMIUS ENTERPRISE MASTER FUND LTD

(Last)

(First)

(Middle)

C/O RAMIUS LLC, 599 LEXINGTON AVENUE, 20TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

RAMIUS ADVISORS LLC

(Last)

(First)

(Middle)

C/O RAMIUS LLC, 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 the 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 transactions being filed with the Securities and Exchange Commission.

2. Each Reporting Person disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of 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.

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

4. Shares of Common Stock beneficially owned by Ramius Enterprise Master Fund Ltd (Enterprise Master Fund). Ramius Advisors, as the investment advisor of Enterprise Master Fund, may be deemed to beneficially own the shares of Common Stock beneficially owned by Enterprise Master Fund. Ramius, as the sole member of Ramius Advisors, may be deemed to beneficially own the shares of Common Stock beneficially owned by Enterprise Master Fund.

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

6. Shares of Common Stock beneficially owned by Ramius Merger Arbitrage Master Fund Ltd (Merger Arbitrage Master Fund). Ramius Advisors, as the investment advisor of Merger Arbitrage Master Fund, may be deemed to beneficially own the shares of Common Stock beneficially owned by Merger Arbitrage Master Fund. Ramius, as the sole member of Ramius Advisors, may be deemed to beneficially own the shares of Common Stock beneficially owned by Merger Arbitrage Master Fund.

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

8. Ramius Value and Opportunity Master Fund transferred a portion of the shares held by it to RGC PB, Ltd in a transaction exempt from Section 16 of the Exchange Act pursuant to Rule 16a-13 or otherwise.

9. Shares of Common Stock beneficially owned by RCG PB, Ltd ("RCG PB"). As the investment advisor of RCG PB, Ramius Advisors, LLC may be deemed to beneficially own the shares of Common Stock beneficially owned by RCG PB. As the sole member of Ramius Advisors, Ramius LLC may be deemed to beneficially own the shares of Common Stock beneficially owned by RCG PB.

	/s/ Owen S. Littman, Authorized Signatory	10/02/2009
	Owen S. Littman, Authorized Signatory	10/02/2009
	Owen S. Littman, Authorized Signatory	10/02/2009
	Owen S. Littman, Authorized Signatory	10/02/2009
	Owen S. Littman, Authorized Signatory	10/02/2009
	Owen S. Littman, Authorized Signatory	10/02/2009
	Owen S. Littman, Authorized Signatory	10/02/2009
	Owen S. Littman, Authorized Signatory	10/02/2009
	** 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.

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