FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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(Print or Type Responses)

1. Name and Address of Reporting Person * Brog Timothy E   2. Issuer Name and Ticker or Trading Symbol TOPPS CO INC [topp] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) PEMBRIDGE CAPITAL MANAGEMENT, 708 THIRD AVENUE, 22ND FLOOR 3. Date of Earliest Transaction (Month/Day/Year) 05/31/2007 (Street) NEW YORK, NY 10017 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) 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) Code V Amount (A) or (D) Price common stock 05/31/2007   J   34,000 A $ 10.22 (1) 64,425 (1) D   common stock 05/31/2007   J   64,000 A $ 10.22 (1) 64,000 (1) (2) I By The Edward Andrews Group Inc. (2) common Stock 05/31/2007   J   5,000 A $ 10.22 (1) 5,000 (1) (3) I By Pembridge Value Advisors LLC (3)

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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

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Brog Timothy E PEMBRIDGE CAPITAL MANAGEMENT 708 THIRD AVENUE, 22ND FLOOR NEW YORK, NY 10017	X

Signatures

/S/ Timothy Brog		06/04/2007
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Neither Mr. Brog nor any affiliated entity has either sold or bought shares of The Topps Company, Inc. This Form 4 was filed because on May 31, 2007, Pembridge Value Opportunity Fund LP began the liquidation and distribution of its assets to its partners. All shares of the Topps common stock held by PVOF have been distributed to PVOF's partners.
(2)	Mr. Brog is the sole stockholder of The Edward Andrews Group Inc., which owns 64,000 shares of Topps common stock
(3)	Mr. Brog is the sole member of Pembridge Value Advisors LLC, which owns 5,000 shares of Topps common stock.

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