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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Vivo Ventures Fund VI, L.P. 575 HIGH STREET, SUITE 201 PALO ALTO, CA 94301 |
X | |||
Vivo Ventures VI, LLC 575 HIGH STREET, SUITE 201 PALO ALTO, CA 94301 |
X |
/s/ Frank Kung, Ph.D., as Managing Member of Vivo Ventures VI, LLC, general partner of Vivo Ventures Fund VI, L.P. | 08/13/2009 | |
**Signature of Reporting Person | Date |
* | 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) | Constitutes the weighted average sales price for multiple transactions reported on this line having prices per share ranging from $4.00 to $4.08. The Reporting Persons will provide upon request by the Commission staff, Avanir Pharmaceuticals, Inc. ("Issuer") or security holder of the Issuer, full information regarding each separate transaction. |
(2) | Constitutes the weighted average sales price for multiple transactions reported on this line having prices per share ranging from $3.00 to $3.99. The Reporting Persons will provide upon request by the Commission staff, the Issuer or security holder of the Issuer, full information regarding each separate transaction. |
(3) | Of the shares reported in the transactions: the total of 280,197 were disposed of by Vivo Ventures Fund VI, L.P., a Delaware limited partnership ("Vivo Fund") and 282,250 were disposed of by Vivo Ventures VI, LLC, a California limited liability company ("Vivo Ventures"). Vivo Ventures is the general partner of both Vivo Fund and Vivo Ventures VI Affiliates Fund L.P., a Delaware limited partnership ("Affiliates Fund"); Vivo Ventures may be deemed to have indirect beneficial ownership of shares of the Issuer directly owned by Vivo Fund and Affiliates Fund. Of the total shares reported: 7,994,998 are owned directly by Vivo Fund and 54,555 are owned directly by Affiliates Fund. Vivo Fund and Affiliates Fund also hold warrants to acquire an additional 3,037,854 and 22,255 shares of common stock. |
(4) | The warrants contain a limitation on exercise that prevent the Reporting Persons from exercising any warrants in the next 60 days if, after giving effect to the exercise, the Reporting Persons would in the aggregate beneficially own more than 9.99% of the outstanding shares of common stock. The Reporting Persons disclaim beneficial ownership of such securities except to the extent the Reporting Person's pecuniary interest in such securities. |