-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HxjiqHCXf79i3YmM47V85R8cJu9P127rwC6OWezBp8m9ZWFxUNgHNL7y0lSYnJoZ nKJ0aMQ49+TE4FrugVAHrQ== 0001181431-07-054304.txt : 20070827 0001181431-07-054304.hdr.sgml : 20070827 20070827145203 ACCESSION NUMBER: 0001181431-07-054304 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070713 FILED AS OF DATE: 20070827 DATE AS OF CHANGE: 20070827 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: pSivida LTD CENTRAL INDEX KEY: 0001314102 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 000000000 STATE OF INCORPORATION: C3 FISCAL YEAR END: 0630 BUSINESS ADDRESS: STREET 1: LEVEL 12 BGC CENTRE STREET 2: 28 THE ESPLANADE CITY: PERTH STATE: C3 ZIP: 6000 BUSINESS PHONE: 61 8 9226 5099 MAIL ADDRESS: STREET 1: LEVEL 12 BGC CENTRE STREET 2: 28 THE ESPLANADE CITY: PERTH STATE: C3 ZIP: 6000 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ashton Paul CENTRAL INDEX KEY: 0001410243 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51122 FILM NUMBER: 071080497 BUSINESS ADDRESS: BUSINESS PHONE: 617-972-6278 MAIL ADDRESS: STREET 1: C/O PSIVIDA LIMITED STREET 2: 400 PLEASANT STREET CITY: WATERTOWN STATE: MA ZIP: 02472 3 1 rrd170598.xml FORM 3 X0202 3 2007-07-13 0 0001314102 pSivida LTD PSDV 0001410243 Ashton Paul C/O PSIVIDA LIMITED 400 PLEASANT STREET WATERTOWN MA 02472 1 1 0 0 Managing Director Ordinary Shares 16532410 D Ordinary Shares 671270 I By the Paul Ashton Children's Irrevocable Trust Option to purchase Ordinary Shares 0.799 2006-12-30 2010-09-30 Ordinary Shares 250000 D Option to purchase Ordinary Shares 0.799 2007-12-30 2010-09-30 Ordinary Shares 250000 D Option to purchase Ordinary Shares 0.227 2005-12-30 2009-08-25 Ordinary Shares 352280 D Option to purchase Ordinary Shares 0.177 2005-12-30 2007-09-18 Ordinary Shares 528420 D Mr. Ashton holds his ordinary shares in the form of American Depositary Share ("ADS"). Each ordinary share is represented by one-tenth of an ADS. See footnote (1). These shares are owned by the Paul Ashton Children's Irrevocable Trust of which Mr. Ashton's minor children are the beneficiaries. Mr. Ashton disclaims beneficial ownership in these shares except to the extent of his pecuniary interest. This is an option to purchase an ADS. Each ordinary share is represented by one-tenth of an ADS. Mr. Ashton holds an option for 88,070 ADSs (880,700 ordinary shares) with a vesting schedule as shown in lines 3-4. The exercise price was converted from A$0.92 using the noon-day rate of exchange of the Federal Reserve Bank of New York on July 13, 2007. The actual exercise price will be the Australian dollar amount regardless of the exchange rate on the date of grant or of exercise. /s/ Paul Ashton 2007-08-27 EX-24.1 2 rrd151039_170370.htm POWER OF ATTORNEY rrd151039_170370.html 
                                POWER OF ATTORNEY

        I hereby constitute and appoint Lori Freedman, signing singly, my true
and lawful attorney-in-fact to:

        (1)     execute for and on my behalf, in my capacity as an officer and
                director of pSivida Limited (the "Company"), Forms 3, 4 and 5 in
                accordance with Section 16(a) of the Securities Exchange Act of
                1934 and the rules thereunder; and

        (2)     do and perform any and all acts for and on my behalf that may be
                necessary or desirable to complete and execute any such Form 3,
                4 or 5 and timely file such form with the United States
                Securities and Exchange Commission and any stock exchange or
                similar authority.

        I hereby grant to each such attorney-in-fact full power and authority to
do and perform any and every act and thing whatsoever requisite, necessary, or
proper to be done in the exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as I might or could do if
personally present, with full power of substitution or revocation, hereby
ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. I acknowledge that the attorneys-in-fact, in serving in such capacity
at my request, are not assuming, nor is the Company assuming, any of my
responsibilities to comply with Section 16 of the Securities Exchange Act of
1934.

        This Power of Attorney shall remain in full force and effect until I am
no longer required to file Forms 3, 4 and 5 with respect to my holdings of and
transactions in Company securities, unless I earlier revoke it in a signed
writing delivered to the attorneys-in-fact.

        IN WITNESS WHEREOF, I have caused this Power of Attorney to be executed
as of this 20th day of August, 2007.

                                        /s/ Paul Ashton
                                        ----------------------------------------
                                        Signature

                                        Paul Ashton
                                        Print Name
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