Edgar Filing: SILVERSTEIN JONATHAN

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 ^*

SILVERSTEIN JONATHAN

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
_____ 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)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/31/2006		S		629,121	D	$ 9.79	1,706,137	I	See ⁽³⁾ ⁽⁴⁾
Common Stock	05/31/2006		J⁽¹⁾		348	A	$ 9.79	6,783 ⁽²⁾	D

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
SILVERSTEIN JONATHAN 767 THIRD AVENUE NEW YORK, NY 10017	X

Signatures

/s/ Jonathan Silverstein		06/07/2006
^**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)	Pursuant to a distribution on May 31, 2006 by an investment entity in which the Reporting Person held an interest, the Reporting Person received 348 shares of AVNR.
(2)	Includes an award of Restricted Stock Units under the Company's 2005 Equity Incentive Plan (the "Plan") that vests with respect to one-third of the shares on February 6, 2007 and then with respect to one thirty-sixth of the shares monthly thereafter over the next two years. Such shares will not be delivered to the Reporting Person and may not be transferred or sold until the "termination" of service, as defined in the Plan. In addition, and not described in Table I, the Reporting Person holds options in respect of 5625 shares of the Common Stock of the issuer, which are vested or will vest within 60 days of this filing.
(3)	The Reporting Person is a partner of OrbiMed Capital GP II LLC and OrbiMed Advisors LLC. OrbiMed Capital GP II LLC is the General Partner of Caduceus Private Investments II, LP and Caduceus Private Investments II (QP), LP. OrbiMed Advisors LLC is a member of the Managing Member of UBS Juniper Crossover Fund, L.L.C. Caduceus Private Investments II, LP owns 1,090,968 shares of AVNR; Caduceus Private Investments II (QP), LP owns 421,981 shares of AVNR; and UBS Juniper Crossover Fund, L.L.C.
(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 admissoni 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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