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* Kinsella Kevin J (Last) (First) (Middle) 888 PROSPECT STREET SUITE 320 (Street) LA JOLLA CA 92037 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Sirion Holdings, Inc. [ NONE ]	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) 12/21/2006
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/21/2006		J(1)		63,499	A	(2)	1,387,699	I	By partnership(3)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The shares of Common Stock listed in Table I were acquired by the reporting person as contingent consideration in exchange for stock of Sytera, Inc. ("Sytera") pursuant to the merger of Sytera into Sirion Therapeutics, Inc., a wholly owned subsidiary of the issuer ("Sirion Therapeutics"), as a result of the occurrence of events with respect to the development of the proprietary drug compound designated ST-602, which Sirion Therapeutics acquired as a result of the merger. In connection with the issuer's acquisition of Sirion Therapeutics, the issuer assumed Sirion Therapeutics' obligations to pay the contingent consideration owed to the former stockholders of Sytera as a result of the merger. The reporting person may receive an indeterminate number of additional shares of Common Stock as additional contingent consideration pursuant to the merger based on the occurrence, if any, of additional events with respect to the development and commercialization of ST-602.

2. See Footnote 1.

3. Avalon Ventures VI, L.P., Avalon Ventures VI GP Fund, LLC (collectively, the "Avalon VI Funds") and Avalon Ventures VII, L.P. (the "Avalon VII Fund" and, together with the Avalon VI Funds, the "Avalon Funds") are the holders of record of all of the shares of Common Stock listed in Table I. The reporting person acts as the managing member of Avalon Ventures GP, LLC, which acts as the general partner of each of the Avalon VI Funds, and as the managing member of Avalon Ventures VII GP, LLC, which acts as the general partner of the Avalon VII Fund. In the foregoing capacities, the reporting person has full voting and investment control with respect to the shares held of record by the Avalon Funds and may, as a result, be deemed to be beneficial owner of such shares. However, the reporting person specifically disclaims beneficial ownership of all shares held of record by the Avalon Funds except to the extent of the reporting person's economic interest therein.

Remarks:

	/s/ Kevin J. Kinsella	12/26/2006
	** 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 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).
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