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^*

Moorin Jay

(Last)

(First)

(Middle)

C/O PROQUEST INVESTMENTS

90 NASSAU STREET, 5TH FLOOR

(Street)

PRINCETON

08542-4520

(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)
10/09/2009

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)
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)
Class A Common Stock	10/09/2009		S		804,712	D	$2.46⁽¹⁾	8,100,034	I	See footnote⁽²⁾
Class A Common Stock	10/12/2009		S		427,145	D	$2.12⁽³⁾	7,672,889	I	See footnote⁽⁴⁾
Class A Common Stock	10/13/2009		S		547,135	D	$2.23⁽⁵⁾	7,125,754	I	See footnote⁽⁶⁾

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)
Warrants to Purchase Class A Common Stock	$1.43							04/04/2008	04/04/2013	Class A Common Stock	2,708,849		2,708,849	I	See footnote⁽⁷⁾

1. Name and Address of Reporting Person^*

Moorin Jay

(Last)

(First)

(Middle)

C/O PROQUEST INVESTMENTS

90 NASSAU STREET, 5TH FLOOR

(Street)

PRINCETON

08542-4520

(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^*

SCHREIBER ALAIN

(Last)

(First)

(Middle)

C/O PROQUEST INVESTMENTS

90 NASSAU STREET, 5TH FLOOR

(Street)

PRINCETON

08542-4520

(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. Constitutes the weighted average sales price for multiple transactions reported on this line having prices per share ranging from $2.60 to $2.28. The Reporting Persons will provide upon request by the Commission staff, the issuer or security holder of the issuer, full information regarding each separate transaction.

2. Of the shares reported in this transaction: 268,237 were disposed of by ProQuest Investments III, L.P. ("Investments III"), of which ProQuest Associates III LLC ("Associates III") is the general partner, and 536,475 were disposed of by ProQuest Investments IV, L.P. ("Investments IV"), of which ProQuest Associates IV LLC ("Associates IV") is the general partner. Of the total shares reported: 2,700,013 are owned by Investments III, and 5,400,021 are owned by Investments IV. Jay Moorin and Alain Schreiber are managing members of Associates III and Associates IV. Each of the Reporting Persons disclaims beneficial ownership of such securities except to the extent of each Reporting Person's pecuniary interest in such securities.

3. Constitutes the weighted average sales price for multiple transactions reported on this line having prices per share ranging from $2.25 to $2.07. The Reporting Persons will provide upon request by the Commission staff, the issuer or security holder of the issuer, full information regarding each separate transaction.

4. Of the shares reported in this transaction, 142,382 were disposed of by Investments III, and 284,763 were disposed of by Investments IV. Of the total shares reported: 2,557,631 are owned by Investments III and 5,115,258 are owned by Investments IV. Each of the Reporting Persons disclaims beneficial ownership of such securities except to the extent of each Reporting Person's pecuniary interest in such securities.

5. Constitutes the weighted average sales price for multiple transactions reported on this line having prices per share ranging from $2.35 to $2.10. The Reporting Persons will provide upon request by the Commission staff, the issuer or security holder of the issuer, full information regarding each separate transaction.

6. Of the shares reported in this transaction, 182,378 were disposed of by Investments III, and 364,757 were disposed of by Investments IV. Of the total shares reported: 2,375,253 are owned by Investments III and 4,750,501 are owned by Investments IV. Each of the Reporting Persons disclaims beneficial ownership of such securities except to the extent of each Reporting Person's pecuniary interest in such securities.

7. Of such warrants: 902,950 are owned by Investments III, and 1,805,899 are owned by Investments IV. Each of the Reporting Persons disclaims beneficial ownership of such securities except to the extent of each Reporting Person's pecuniary interest in such securities.

Remarks:

	/s/ Pasquale De Angelis as Attorney-in-Fact	10/13/2009
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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