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^*

Katkin Keith

(Last)

(First)

(Middle)

30 ENTERPRISE

SUITE 400

(Street)

ALISO VIEJO

92656

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2014

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	12/15/2014		S⁽¹⁾		20,000	D	$16.95⁽²⁾	976,769⁽³⁾	D
Common Stock	12/15/2014		M		139,200	A	$1.74	1,115,969⁽³⁾	D
Common Stock	12/15/2014		M		55,960	A	$1.29	1,171,929⁽³⁾	D
Common Stock	12/15/2014		S⁽¹⁾		195,160	D	$16.95⁽⁴⁾	976,769	D
Common Stock	12/17/2014		S⁽¹⁾		62,520	D	$16.93⁽⁵⁾	914,249	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)
Stock Option (right to buy)	$1.29	12/15/2014		M			55,960	⁽⁶⁾	03/21/2017	Common Stock	55,960	$0.00	976,769⁽³⁾	D
Stock Option (right to buy)	$1.74	12/15/2014		M			139,200	⁽⁷⁾	11/27/2019	Common Stock	139,200	$0.00	976,769⁽³⁾	D

Explanation of Responses:

1. The sales reported on this Form 4 were effected pursuant to a trading plan adopted pursuant to Rule 10b5-1 under the Securities Exchange Action of 1934, as amended. A portion of the proceeds from the sales will be used to pay required withholdings due by the Reporting Person for vesting RSUs. Following the sales reported on this Form 4, the Reporting Person has a total of 1,278,556 options to purchase shares of common stock that are vested and immediately exercisable and a total of 290,625 options to purchase shares of common stock that have not yet vested. Following the sales reported on this Form 4, the Reporting Person also has 734,202 unvested Restricted Stock Units, of which 140,611 are performance-based Restricted Stock Units.

2. Represents the weighted-average price at which shares were sold within a range between $16.905 and 16.96. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range.

3. Includes previously reported shares of common stock underlying Restricted Stock Grants granted to the Reporting Person, which are subject to certain vesting conditions.

4. Represents the weighted-average price at which shares were sold within a range between $16.89 and 16.98. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range.

5. Represents the weighted-average price at which shares were sold within a range between $16.93 and 16.935. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range.

6. The option was granted on 3/21/2007 and vested with respect to one-quarter of the underlying shares upon the first anniversary of the grant date, and then with respect to the remaining shares quarterly thereafter over the next three years.

7. The option was granted on 11/27/2009 and vested with respect to one-quarter of the underlying shares upon the first anniversary of the grant date, and then with respect to the remaining shares quarterly thereafter over the next three years.

Remarks:

	/s/ Christine G. Ocampo by power of attorney for Keith Katkin	12/17/2014
	** 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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