SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

DESHPANDE GURURAJ

(Last)

(First)

(Middle)

C/O AIRVANA, INC.

19 ALPHA ROAD

(Street)

CHELMSFORD

01824

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AIRVANA INC [ AIRV ]

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

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/25/2007

4. 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 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	07/25/2007		C		1,687,921	A	$0.00	1,687,921	I	See Footnote⁽¹⁾
Common Stock	07/25/2007		C		787,696	A	$0.00	787,696	I	See Footnote⁽²⁾
Common Stock	07/25/2007		C		112,528	A	$0.00	112,528	I	See Footnote⁽³⁾
Common Stock	07/25/2007		C		2,588,145	A	$0.00	2,588,145	I	See Footnote⁽⁴⁾
Common Stock	07/25/2007		C		1,052,566	A	$0.00	2,740,487	I	See Footnote⁽¹⁾
Common Stock	07/25/2007		C		259,346	A	$0.00	1,047,042	I	See Footnote⁽²⁾
Common Stock	07/25/2007		C		433,046	A	$0.00	545,574	I	See Footnote⁽³⁾
Common Stock	07/25/2007		C		117,350	A	$0.00	117,350	I	See Footnote⁽⁵⁾
Common Stock	07/25/2007		C		93,535	A	$0.00	93,535	D
Common Stock	07/25/2007		C		1,377,980	A	$0.00	4,118,467	I	See Footnote⁽¹⁾
Common Stock	07/25/2007		C		87,956	A	$0.00	205,306	I	See Footnote⁽⁵⁾

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Convertible Preferred Stock	⁽⁶⁾	07/25/2007		C			1,500,000	⁽⁶⁾	⁽⁷⁾	Common Stock	1,687,921	$0.00	0	I	See Footnote⁽¹⁾
Series A Convertible Preferred Stock	⁽⁶⁾	07/25/2007		C			700,000	⁽⁶⁾	⁽⁷⁾	Common Stock	787,696	$0.00	0	I	See Footnote⁽²⁾
Series A Convertible Preferred Stock	⁽⁶⁾	07/25/2007		C			100,000	⁽⁶⁾	⁽⁷⁾	Common Stock	112,528	$0.00	0	I	See Footnote⁽³⁾
Series A Convertible Preferred Stock	⁽⁶⁾	07/25/2007		C			2,300,000	⁽⁶⁾	⁽⁷⁾	Common Stock	2,588,145	$0.00	0	I	See Footnote⁽⁴⁾
Series B1 Convertible Preferred Stock	⁽⁸⁾	07/25/2007		C			729,183	⁽⁸⁾	⁽⁷⁾	Common Stock	1,052,566	$0.00	0	I	See Footnote⁽¹⁾
Series B1 Convertible Preferred Stock	⁽⁸⁾	07/25/2007		C			179,666	⁽⁸⁾	⁽⁷⁾	Common Stock	259,346	$0.00	0	I	See Footnote⁽²⁾
Series B1 Convertible Preferred Stock	⁽⁸⁾	07/25/2007		C			300,000	⁽⁸⁾	⁽⁷⁾	Common Stock	433,046	$0.00	0	I	See Footnote⁽³⁾
Series B1 Convertible Preferred Stock	⁽⁸⁾	07/25/2007		C			81,296	⁽⁸⁾	⁽⁷⁾	Common Stock	117,350	$0.00	0	I	See Footnote⁽⁵⁾
Series B1 Convertible Preferred Stock	⁽⁸⁾	07/25/2007		C			64,798	⁽⁸⁾	⁽⁷⁾	Common Stock	93,535	$0.00	0	D
Series C Convertible Preferred Stock	⁽⁹⁾	07/25/2007		C			1,836,848	⁽⁹⁾	⁽⁷⁾	Common Stock	1,377,980	$0.00	0	I	See Footnote⁽¹⁾
Series C Convertible Preferred Stock	⁽⁹⁾	07/25/2007		C			117,246	⁽⁹⁾	⁽⁷⁾	Common Stock	87,956	$0.00	0	I	See Footnote⁽⁵⁾

Explanation of Responses:

1. Held by Unicorn Trust, of which the reporting person is trustee. The reporting person has sole voting and dispositive power with respect to the shares held by Unicorn Trust. The reporting person disclaims beneficial ownership of the securities indicated to the extent to which such person does not have an actual pecuniary interest in such securities. The reporting herein of such securities shall not be construed as an admission that the undersigned is the beneficial owner of any such securities for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose.

2. Held by Unicorn Trust III, of which the reporting person is trustee. The reporting person has sole voting and dispositive power with respect to the shares held by Unicorn Trust III. The reporting person disclaims beneficial ownership of the securities indicated to the extent to which such person does not have an actual pecuniary interest in such securities. The reporting herein of such securities shall not be construed as an admission that the undersigned is the beneficial owner of any such securities for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose.

3. Held by Unicorn Trust V, of which the reporting person is trustee. The reporting person has sole voting and dispositive power with respect to the shares held by Unicorn Trust V. The reporting person disclaims beneficial ownership of the securities indicated to the extent to which such person does not have an actual pecuniary interest in such securities. The reporting herein of such securities shall not be construed as an admission that the undersigned is the beneficial owner of any such securities for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose.

4. Held by the Deshpande Irrevocable Trust, of which the reporting person's spouse is trutee. The reporting person's spouse has sole voting and dispositive power with respect to the shares held by the Deshpande Irrevocable Trust. The reporting person disclaims beneficial ownership of the securities indicated to the extent to which such person does not have an actual pecuniary interest in such securities. The reporting herein of such securities shall not be construed as an admission that the undersigned is the beneficial owner of any such securities for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose.

5. Held by GJD Capital LLC, of which the reporting person holds a 50% interest. The reporting person disclaims beneficial ownership of the securities indicated to the extent to which such person does not have an actual pecuniary interest in such securities. The reporting herein of such securities shall not be construed as an admission that the undersigned is the beneficial owner of any such securities for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose.

6. Each share of Series A Convertible Preferred Stock converted into approximately 1.125 shares of common stock upon the closing of the issuer's intial public offering of common stock and had no expiration date. Reflects a 1-for-1.333 reverse stock split, which became effective June 29, 2007.

7. Not applicable.

8. Each share of Series B1 Convertible Preferred Stock converted into approximately 1.443 shares of common stock upon the closing of the issuer's intial public offering of common stock and had no expiration date. Reflects a 1-for-1.333 reverse stock split, which became effective June 29, 2007.

9. Each share of Series C Convertible Preferred Stock converted into approximately 0.75 shares of common stock upon the closing of the issuer's intial public offering of common stock and had no expiration date. Reflects a 1-for-1.333 reverse stock split, which became effective June 29, 2007.

Remarks:

	/s/ Gururaj Deshpande	07/25/2007
	** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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