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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

BARBAROSSA GIOVANNI

(Last)

(First)

(Middle)

C/O AVANEX CORPORATION

40919 ENCYCLOPEDIA CIRCLE

(Street)

FREMONT

94538

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AVANEX CORP [ AVNX ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Interim Chief Executive Office

3. Date of Earliest Transaction (Month/Day/Year)
09/21/2008

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	09/21/2008		A		9,861⁽¹⁾	A	$0.001	59,126⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	D

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)

Explanation of Responses:

1. Consists of Restricted Stock Units awarded and 100% vested on September 21, 2008 granted pursuant to the Employee Bonus Program for Fiscal 2008.

2. Includes 840 unvested Restricted Stock Units granted on December 20, 2005 that are vesting according to the following schedule: approximately 56 of the Restricted Stock Units shall vest each month hereafter, such that 100% of the Restricted Stock Units will be fully vested on December 20, 2009, subject to the Reporting Person continuing to be a Service Provider through such date.

3. Includes 525 unvested Restricted Stock Units granted on October 9, 2006 that are vesting according to the following schedule: approximately 21 of the Restricted Stock Units shall vest each month hereafter, such that 100% of the Restricted Stock Units will be fully vested on October 9, 2010, subject to the Reporting Person continuing to be a Service Provider through such date.

4. Includes 435 unvested Restricted Stock Units granted on March 21, 2007 that are vesting according to the following schedule: approximately 15 of the Restricted Stock Units awarded shall vest each month hereafter, such that 100% of the Restricted Stock Units will be fully vested on February 15, 2011, subject to the Reporting Person continuing to be a Service Provider through such date.

5. Includes 2,000 unvested Restricted Stock Units granted on October 21, 2007 that will vest according to the following schedule: 25% of the Restricted Stock Units awarded shall vest on each anniversary of October 21, 2007, such that 100% of the Restricted Stock Units will be fully vested on October 21, 2011, subject to the Reporting Person continuing to be a Service Provider through such date.

6. Includes 42,000 unvested Restricted Stock Units granted on August 18, 2008 that will vest according to the following schedule: 50% of the Restricted Stock Units awarded shall vest on each anniversary of August 18, 2008, such that 100% of the Restricted Stock Units will be fully vested on August 18, 2010, subject to the Reporting Person continuing to be a Service Provider through such date.

	Richard C. Blake, Attorney-in-Fact for Giovanni Barbarossa	09/23/2008
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.