Edgar Filing: ORBIMED CAPITAL II LLC

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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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

ORBIMED ADVISORS LLC

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

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)

767 THIRD AVENUE

3. Date of Earliest Transaction (Month/Day/Year)
05/31/2006

(Street)

NEW YORK, NY 10017

4. If Amendment, Date Original Filed(Month/Day/Year)
06/02/2006

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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	05/31/2006		J⁽¹⁾		629,121	D	$ 9.79	1,706,137	I	FN ⁽²⁾ ⁽³⁾ ⁽⁴⁾

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

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
ORBIMED ADVISORS LLC 767 THIRD AVENUE NEW YORK, NY 10017	X
ISALY SAMUEL D 767 THIRD AVENUE NEW YORK, NY 10017	X
ORBIMED CAPITAL II LLC 787 THIRD AVE NEW YORK, NY 10017	X

Signatures

/s/ Samuel D. Isaly		06/05/2006
^**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)	This Form 4 is an amendment of and replaces that Form 4 filed by the same parties on June 2, 2006. The disposition of securities described herein represents a distribution by Caduceus Private Investments II, LP ("Caduceus") and Caduceus Private Investments II (QP), LP ("Caduceus QP") of these securities to the limited partners in Caduceus and Caduceus QP. This distribution thus does not represent a change to the ultimate owners of the securities and may instead be viewed simply as a transfer into the hands of these ultimate owners.
(2)	As of 5/31/06, Reporting Persons held 1,706,137 shares of Class A common stock, on behalf of other persons who have the right to receive or the power to direct the receipt of dividends from, or proceeds from sale of, such securities. Of this amount, Caduceus, Caduceus QP and UBS Juniper Crossover Fund, LLC ("Juniper") directly hold 1,090,968, 421,981 and 193,188 shares, respectively. OrbiMed Advisors LLC ("Advisors"), pursuant to its authority under its investment advisory contracts with Juniper, may be considered to hold indirectly 193,188 shares of common stock and OrbiMed Capital GP II LLC ("Capital"), pursuant to its authority under its investment advisory contract with Caduceus and Caduceus QP, may be considered to hold indirectly 1,512,949 shares of common stock.
(3)	Advisors is a registered adviser under the Investment Advisers Act of 1940, as amended, that acts as an investment adviser to certain collective investment funds which hold Shares of the Issuer. Samuel D. Isaly, a natural person, owns controlling interests in Advisors and Capital. Advisors acts as investment adviser to Juniper. Capital acts as general partner to Caduceus and Caduceus QP. Pursuant to certain agreements and relationships, Advisors and Capital have discretionary investment management authority with respect to the assets of Caduceus, Caduceus QP, and Juniper. Such authority includes the power to vote and otherwise dispose of securities purchased by Caduceus, Caduceus QP and Juniper. The Reporting Person may be deemed to be a director of the issuer by virtue of its having nominated a representative, now Jonathan Silverstein, to serve on the issuer's board of directors.
(4)	The Reporting Persons disclaim beneficial ownership of the these securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person are the beneficial owners of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes.

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