Exhibit 4.1  



	

 	
 	
THIS CERTIFICATE IS TRANSFERABLE IN

RIDGEFIELD PARK, N.J. OR NEW YORK, N.Y.	
 	

 	
 	

SEE REVERSE FOR CERTAIN DEFINITIONS	
 	

 
	

 	
 	

 	
 	

 	
 	
COMMON STOCK

$.01 PAR VALUE	
 	

 
	NUMBER	 	 	 	 	 	 	 	SHARES
	PJ	 	 	 	 	 	 	 	 
	 	 	INCORPORATED UNDER THE LAWS

OF THE STATE OF DELAWARE	 	 	 	 	 	 
	 	 	 	 	[PICTURE]	 	 	 	 
	 	 	 	 	 	 	CUSIP 724078 10 0	 	 
	

 	
 	



[LOGO]

	
 	

 	
 	

 	
 	

 
	 	 	PIPER JAFFRAY COMPANIES	 	 
	

 	
 	
THIS CERTIFIES THAT	
 	

 	
 	

 	
 	

 
	

    	
 	

 	
 	

 	
 	

 	
 	

 
	

 	
 	

IS THE OWNER OF	
 	

 	
 	

 	
 	

 
	

 	
 	
FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF	
 	

 
	

 	
 	
Piper Jaffray Companies transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid
until countersigned by the Transfer Agent and registered by the Registrar.	
 	

 
	

[SEAL]	
 	
Witness the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.	
 	

 
	

 	
 	

Dated:	
 	

 	
 	

 	
 	

 
	

 	
 	

 	
 	

COUNTERSIGNED AND REGISTERED:	
 	

 
	 	 	 	 	MELLON INVESTOR SERVICES LLC
	 	 	 	 	 	 	TRANSFER AGENT	 	 
	 	 	 	 	 	 	AND REGISTRAR.	 	 
	 	 	 	 	 	 	By	 	 
	

 	
 	

/s/ ANDREW S. DUFF	
 	

/s/ JAMES L. CHOSY	
 	

 	
 	

 
	 	 	CHAIRMAN OF THE BOARD	 	CORPORATE SECRETARY	 	AUTHORIZED SIGNATURE

	 	 







PIPER JAFFRAY COMPANIES  


        THE CORPORATE SECRETARY OF THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS, THE POWERS, DESIGNATIONS, PREFERENCES, AND RELATIVE,
PARTICIPATING, OPTIONAL, OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF OF THE CORPORATION, AND THE QUALIFICATIONS, LIMITATIONS, OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. 



        This
certificate also evidences and entitles the holder hereof to certain rights as set forth in an Agreement between Piper Jaffray Companies and Mellon Investor Services LLC, dated as
of                        , 2003, as it may be amended from time to time (the "Agreement"), the terms of which are hereby
incorporated herein by reference and a copy of which is on file at the principal
executive offices of Piper Jaffray Companies. Under certain circumstances, as set forth in the Agreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will
no longer be evidenced by this certificate. Piper Jaffray Companies will mail to the holder of this certificate a copy of the Agreement without charge after receipt of a written request therefor. As
set forth in the Agreement, Rights beneficially owned by any Person (as defined in the Agreement) who becomes an Acquiring Person (as defined in the Agreement) become null and void. 


        The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to
applicable laws or regulations:  



	TEN COM	—	 	as tenants in common	 	 	 	UNIF GIFT MIN ACT	—	 	
	 	Custodian	 	

	TEN ENT	—	 	as tenants by the entireties	 	 	 	 	 	 	(Cust)	 	 	 	(Minor)
	JT TEN	—	 	as joint tenants with right of survivorship and not as tenants in common	 	 	 	 	 	 	under Uniform Gifts to Minors Act

    
 (State)
	

TOD	

—	
 	

transfer on death direction in event of owner's death, to person named on face subject to TOD rules referenced	
 	

 	
 	

UNIF TRF MIN ACT	

—	
 	

	
 	

Custodian	
 	


	 	 	 	 	 	 	 	 	 	 	(Cust)	 	 	 	(Minor)
	 	 	 	 	 	 	 	 	 	 	under Uniform Transfers to Minors Act

    
 (State)




Additional abbreviations may also be used though not in the above list. 






        For Value Received,
                                         
                                          
                                 hereby sells, assigns and transfers unto
 



	PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE


    
	 	 	 	 	 
	

    
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE, OF ASSIGNEE)
	    

	

    

	

    
	
Shares
	of the Common Stock represented by the within Certificate, and do hereby irrevocably constitute and appoint
	    
	 	Attorney
	to transfer the said stock on the books of the within-named Corporation with full power of substitution in the premises.





	

Dated	
 	

    
	
 	

 
	
 	
 	

NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
	

 	
 	

 	
 	

    


Signature(s) Guaranteed:
	 	 	 	 	    
THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN
APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.