SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* BELETIC JOHN D (Last) (First) (Middle) C/O FIBERTOWER CORPORATION 185 BERRY STREET, SUITE 4800 (Street) SAN FRANCISCO CA 94107 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 08/29/2006	3. Issuer Name and Ticker or Trading Symbol FIRST AVENUE NETWORKS INC [ FRNS ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	47,423(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Director Stock Option (right to buy)	(2)	01/20/2014	Common Stock	30,405(3)	$0.86	D
Director Stock Option (right to buy)	(4)	01/24/2015	Common Stock	30,405(3)	$0.86	D
Director Stock Option (right to buy)	(5)	05/05/2016	Common Stock	52,175(3)	$4.68	D

Explanation of Responses:

1. Received in exchange for 155,969 shares of FiberTower Network Services Corp. (FNS) common stock in connection with the merger of FNS into the Issuer (the Merger). Upon the effectiveness of the Merger, each share of FNS common stock converted into 0.3040542 share of Issuers common stock.

2. The option grant vests over a period of 12 months beginning on January 20, 2004 in equal monthly installments. Received in the Merger in exchange for stock option to acquire 100,000 shares of FNS common stock at $0.26 per share.

3. The option grant was originally granted under the FNS Stock Option Plan, as amended.

4. The option grant vests over a period of 12 months beginning on January 24, 2005 in equal monthly installments. Received in the Merger in exchange for stock option to acquire 100,000 shares of FNS common stock at $0.26 per share.

5. The option grant vests over a period of 12 months beginning on January 17, 2006 in equal monthly installments. Received in the Merger in exchange for stock option to acquire 171,000 shares of FNS common stock at $1.42 per share.

	John D. Beletic	08/31/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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