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^*

Smitham Peter M

(Last)

(First)

(Middle)

C/O PERMIRA ADVISORS LIMITED

20 SOUTHAMPTON STREET

(Street)

LONDON

WC2E7QH

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AVNET INC [ AVT ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/21/2005

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	01/03/2006		A		3,142	A	$0⁽¹⁾	17,960,509⁽²⁾⁽³⁾⁽⁴⁾	I	See footnote (4)

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)

Explanation of Responses:

1. Director annual grant of stock registered in the name of Permira Advisors LLC.

2. Includes (i) 2,957,690 shares acquired by Permira Europe II Nominees Limited, a company incorporated in Guernsey ("PE2"), (ii) 214,835 shares acquired by Permira UK Venture IV Nominees Limited, a company incorporated in Guernsey ("VF4") and (iii) 115,390 shares acquired by SV (Nominees) Limited ("SV"), a company incorporated in Guernsey. The shares acquired by PE2 include (i) 2,929,149 shares acquired on behalf of four limited partnerships that comprise the Permira Europe Fund II, and (ii) 28,541 shares acquired on behalf of the Permira Europe II Co-Investment Scheme. The shares acquired by VF4 include (i) 213,026 shares acquired on behalf of one trust and two limited partnerships that comprise the Permira UK Venture Fund IV, and (ii) 1,809 shares acquired on behalf of the Schroder UK Venture Fund IV Co-Investment Scheme.

3. Includes (i) 16,153,797 shares held by PE2, (ii) 1,173,350 shares held by VF4, and (iii) 630,220 shares held by SV. The shares held by PE2 include (i) 15,997,914 shares held on behalf of four limited partnerships that comprise the Permira Europe Fund II and (ii) 155,883 shares held on behalf of the Permira Europe II Co-Investment Scheme. The shares held of record by VF4 include (i) 1,163,468 shares held on behalf of one trust and two limited partnerships that comprise the Permira UK Venture Fund IV and (ii) 9,882 shares held on behalf of the Schroder UK Venture Fund IV Co-Investment Scheme.

4. Peter Smitham is a director of Permira (Europe) Limited. Mr. Smitham is also a director of Permira Advisers Limited which is the adviser in relation to Permira Europe II and Permira UK Venture IV. Mr. Smitham is also a participant in the Permira Europe II Co-Investment Scheme and the Schroder UK Venture Fund IV Co-Investment Scheme and a shareholder of Schroder Venture Investments Limited. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

Remarks:

	Jun Li, by power of attorney	01/03/2006
	** 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 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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