SEC FORM 3

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^*

Kaye Randall

(Last)

(First)

(Middle)

11388 SORRENTO VALLEY ROAD, SUTIE 200

(Street)

SAN DIEGO

92121

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/16/2006

3. Issuer Name and Ticker or Trading Symbol
AVANIR PHARMACEUTICALS [ AVN ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP of Medical Affairs

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)
Class A Common Stock	1,250	I	by Father⁽¹⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Incentive Stock Option (right to buy)	01/16/2007⁽²⁾	01/17/2016	Class A Common Stock	14,375	$15.84	D
Non-Qualified Stock Option (right to buy)	01/16/2007⁽²⁾	01/17/2016	Class A Common Stock	23,125	$15.84	D
Restricted Stock Purchase Right	01/16/2008⁽³⁾	01/17/2016	Class A Common Stock	12,500	$0.04	D

Explanation of Responses:

1. The reporting person is VP of Medical Affairs, his direct family owns 1,250 shares of Class A Common Stock of Avanir Pharmaceuticals.

2. Options vest as follows: 25% of the Shares on the first anniversary of the date of grant and with respect to an additional 6.25% of the Shares quarterly thereafter for the next three years.

3. Represents the right to purchase 12,500 shares of restricted Class A common stock (the "Restricted Shares") at a purchase price of $0.04 per share. The Restricted Shares shall vest in full upon Employee's completion of two full years of employment and will be governed by the terms and conditions of the 2005 Equity Incentive Plan of the Company and the form of Restricted Stock Grant Notice.

	Randall Kaye	01/26/2006
	** 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 5 (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.