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*
Vivo Ventures Fund VI, L.P.

(Last) (First) (Middle)
575 HIGH STREET, SUITE 201

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
AVANIR PHARMACEUTICALS, INC. [ AVNR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
07/28/2009
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 07/28/2009 S 122,100(1)(2) D $2.4219(3) 8,621,069 D
Common Stock 07/29/2009 S 145,500(1)(2) D $2.2766(4) 8,475,569 D
Common Stock 07/30/2009 S 142,366(1)(2) D $2.293(5) 8,333,203 D
Common Stock 07/31/2009 S 1,400(1)(2) D $2.2 8,331,803 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Vivo Ventures Fund VI, L.P.

(Last) (First) (Middle)
575 HIGH STREET, SUITE 201

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Vivo Ventures VI, LLC

(Last) (First) (Middle)
575 HIGH STREET, SUITE 201

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Vivo Ventures Fund VI, L.P., a Delaware limited partnership ("Vivo Fund") and Vivo Ventures VI, LLC, a California limited liability company ("Vivo Ventures"), hereby make this filing with respect to certain shares of common stock of Avanir Pharmaceuticals, Inc. ("Issuer") deemed beneficially owned. Vivo Fund and Vivo Ventures are each sometimes referred to herein as a Reporting Person and, collectively, referred to as the Reporting Persons.
2. Vivo Ventures is the general partner of both Vivo Fund and Vivo Ventures VI Affiliates Fund L.P., a Delaware limited partnership ("Affiliates Fund"); Vivo Ventures may be deemed to have indirect beneficial ownership of shares of the Issuer directly owned by Vivo Fund and Affiliates Fund. As of the date of this filing, Vivo Fund and Affiliates Fund beneficially owned 11,313,049 and 78,863 shares of common stock of the Issuer, respectively, which included 3,037,854 and 22,255 shares, respectively, issuable upon the exercise of warrants that were exercisable within 60 days. Vivo Ventures disclaims beneficial ownership of the shares of the Issuer held by each of Vivo Fund and Affiliates Fund, except to the extent of Vivo Venture's pecuniary interest therein. Dr. Frank Kung, Dr. Albert Cha and Dr. Edgar Engleman are the sole members of Vivo Ventures. Because voting and disposition decisions relating to securities controlled by Vivo Ventures requires the approval of a majority of the me
3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.35 to $2.48, inclusive. The reporting person undertakes to provide to Avanir Pharmaceuticals, Inc., any security holder of Avanir Pharmaceuticals, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (3), (4) and (5) to this Form 4.
4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.25 to $2.36, inclusive.
5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.25 to $2.32, inclusive.
Remarks:
/s/ Albert Cha, M.D., Ph.D., as Managing Member of Vivo Ventures VI, LLC, general partner of Vivo Ventures Fund VI, LP 08/03/2009
** 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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