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^*

OCAMPO CHRISTINE

(Last)

(First)

(Middle)

101 ENTERPRISE, SUITE 300

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice President, Finance

3. Date of Earliest Transaction (Month/Day/Year)
12/01/2010

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	12/01/2010		A		11,250⁽¹⁾	A	⁽²⁾	53,232⁽³⁾	D
Common Stock	12/02/2010		M		24,000	A	$1.74	77,232⁽³⁾	D
Common Stock	12/02/2010		S		24,000	D	$4.15	53,232⁽³⁾	D
Common Stock								11,900	I	By spouse⁽⁴⁾
Common Stock	12/03/2010		M		14,350	A	$1.74	67,582⁽³⁾	D
Common Stock	12/03/2010		S		14,350	D	$4.03	53,232⁽³⁾	D
Common Stock	12/03/2010		M		9,000	A	$0.88	62,232⁽³⁾	D
Common Stock	12/03/2010		S		9,000	D	$4.03	53,232⁽³⁾	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)	$4.18	12/01/2010		A		72,500		⁽⁵⁾	12/01/2020	Common Stock	72,500	$0.00	72,500	D
Stock Option (right to buy)	$1.74	12/02/2010		M			24,000	⁽⁶⁾	11/27/2019	Common Stock	24,000	$0.00	129,400	D
Stock Option (right to buy)	$1.74	12/03/2010		M			14,350	⁽⁶⁾	11/27/2019	Common Stock	14,350	$0.00	115,050	D
Stock Option (right to buy)	$0.88	12/03/2010		M			9,000	⁽⁷⁾⁽⁸⁾	07/25/2018	Common Stock	9,000	$0.00	39,000	D

Explanation of Responses:

1. Represents shares underlying Restricted Stock Units granted under the Issuer's 2005 Equity Incentive Plan that vest upon the satisfaction of certain performance milestones as follows: 50% of the underlying shares shall vest one year from achievement of the milestones and the remaining 50% of the underlying shares shall vest two years from achievement of the milestones.

2. Not applicable.

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

4. These shares are held by the Reporting Person's spouse, which are deemed beneficially owned by the Reporting Person.

5. The option shall vest with respect to one-quarter of the underlying shares upon the first anniversary of December 1, 2010, and then with respect to the remaining shares quarterly thereafter over the next three years.

6. The option vests with respect to one-quarter of the underlying shares upon the first anniversary of November 27, 2009, and then with respect to the remaining shares quarterly thereafter over the next three years.

7. On July 25, 2008, the reporting person was granted an option to purchase up to 55,200 shares of common stock of the Issuer. The option vests and becomes exercisable following the achievement of certain performance goals relating to the clinical development of Zenvia, as follows: 55,200 shares will vest if the performance goals are met on or before December 31, 2008; 51,600 shares will vest if the performance goals are met between January 1 and February 15, 2009; 48,000 shares will vest if the performance goals are met between February 16 and March 31, 2009; 33,600 shares will vest if the performance goals are met between April 1 and June 30, 2009; and none of the shares will vest if the performance goals are met on or after July 1, 2009. Because the performance goals were met between February 16 and March 31, 2009, the reporting person was granted an option to purchase up to 48,000 shares of common stock of the Issuer.

8. The option vested with respect to 6.25% of the underlying shares upon achievement of the performance goals and continues to vest with respect to 6.25% of the underlying shares on a quarterly basis over 15 quarters from the date of achievement of the performance goals.

Remarks:

	/s/ Christine Ocampo	12/03/2010
	** 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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