Edgar Filing: Katkin Keith

Ownership Submission

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 ^*

Katkin Keith

2. Issuer Name and Ticker or Trading Symbol
AVANIR PHARMACEUTICALS [AVNR]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
President and CEO

(Last)

(First)

(Middle)

101 ENTERPRISE, SUITE 300

3. Date of Earliest Transaction (Month/Day/Year)
10/31/2008

(Street)

ALISO VIEJO, CA 92656

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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (right to buy)

$ 0.88

10/31/2008⁽¹⁾

75,900 ⁽²⁾

⁽³⁾

07/25/2018⁽⁴⁾

Class A Common Stock

75,900 ⁽²⁾

$ 0

75,900 ⁽³⁾

Stock Option (right to buy)

$ 0.88

12/31/2008⁽¹⁾

227,700 ⁽²⁾

⁽⁵⁾

07/25/2018⁽⁶⁾

Class A Common Stock

227,700 ⁽²⁾

$ 0

227,700 ⁽⁵⁾

Stock Option (right to buy)

$ 0.88

07/31/2009⁽¹⁾

455,400 ⁽²⁾

⁽⁷⁾

07/25/2018⁽⁸⁾

Class A Common Stock

455,400 ⁽²⁾

$ 0

455,400 ⁽⁷⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Katkin Keith 101 ENTERPRISE, SUITE 300 ALISO VIEJO, CA 92656	X		President and CEO

Signatures

/s/ Christine G. Ocampo, by power of attorney		08/01/2008
^**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)	The transaction date for the acquisition of this performance option will be the date when the reporting person achieves certain performance goals. See footnotes 3, 5 and 7 below.
(2)	Reflects the maximum number of shares available for purchase upon exercise of this option if all the performance goals are met. See footnotes 3, 5 and 7 below.
(3)	On July 25, 2008, the reporting person was granted an option to purchase up to 75,900 shares of common stock of the Issuer. The option vests and becomes exercisable following the achievement of certain performance goals relating to the clinical development of Zenvia, as follows: 75,900 shares will vest if the performance goals are met on or before October 31, 2008; 70,950 shares will vest if the performance goals are met between November 1 and November 30, 2008; 66,000 shares will vest if the performance goals are met between December 1 and December 31, 2008; 46,200 shares will vest if the performance goals are met between January 1 and February 28, 2009; and none of the shares will vest if the performance goals are met on or after March 1, 2009. Upon achievement of the performance goals, the option will vest with respect to 6.25% of the underlying shares and will continue to vest with respect to 6.25% of the underlying shares on a quarterly basis over 15 quarters.
(4)	Although this option has a ten-year term from the grant date of July 25, 2008, the option will expire and be forfeited if the performance goals are not met by February 28, 2009.
(5)	On July 25, 2008, the reporting person was granted an option to purchase up to 227,700 shares of common stock of the Issuer. The option vests and becomes exercisable following the achievement of certain performance goals relating to the clinical development of Zenvia, as follows: 227,700 shares will vest if the performance goals are met on or before December 31, 2008; 212,850 shares will vest if the performance goals are met between January 1 and February 15, 2009; 198,000 shares will vest if the performance goals are met between February 16 and March 31, 2009; 138,600 shares will vest if the performance goals are met between April 1 and June 30, 2009; and none of the shares will vest if the performance goals are met on or after July 1, 2009. Upon achievement of the performance goals, the option will then vest with respect to 6.25% of the underlying shares and will continue to vest with respect to 6.25% of the underlying shares on a quarterly basis over 15 quarters.
(6)	Although this option has a ten-year term from the grant date of July 25, 2008, the option will expire and be forfeited if the performance goals are not met by June 30, 2009.
(7)	On July 25, 2008, the reporting person was granted an option to purchase up to 455,400 shares of common stock of the Issuer. The option vests and becomes exercisable following the achievement of certain performance goals relating to the clinical development of Zenvia, as follows: 455,400 shares will vest if the performance goals are met on or before July 31, 2009; 425,700 shares will vest if the performance goals are met between August 1 and September 15, 2009; 396,000 shares will vest if the performance goals are met between September 16 and October 31, 2009; 277,200 shares will vest if the performance goals are met between November 1, 2009 and January 31, 2010; and none of the shares will vest if the performance goals are met on or after February 1, 2010. Upon achievement of the performance goals, the option will vest with respect to 6.25% of the underlying shares and will continue to vest with respect to 6.25% of the underlying shares on a quarterly basis over 15 quarters.
(8)	Although this option has a ten-year term from the grant date of July 25, 2008, the option will expire and be forfeited if the performance goals are not met by January 31, 2010.

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