Statement of Changes in Beneficial Ownership (4)
December 18 2014 - 8:53AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
Katkin Keith
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2. Issuer Name
and
Ticker or Trading Symbol
AVANIR PHARMACEUTICALS, INC.
[
AVNR
]
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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
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(Last)
(First)
(Middle)
30 ENTERPRISE, SUITE 400
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3. Date of Earliest Transaction
(MM/DD/YYYY)
12/15/2014
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(Street)
ALISO VIEJO, CA 92656
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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12/15/2014
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S
(1)
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20000
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D
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$16.95
(2)
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976769
(3)
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D
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Common Stock
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12/15/2014
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M
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139200
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A
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$1.74
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1115969
(3)
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D
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Common Stock
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12/15/2014
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M
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55960
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A
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$1.29
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1171929
(3)
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D
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Common Stock
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12/15/2014
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S
(1)
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195160
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D
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$16.95
(4)
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976769
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D
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Common Stock
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12/17/2014
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S
(1)
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62520
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D
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$16.93
(5)
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914249
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option (right to buy)
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$1.29
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12/15/2014
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M
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55960
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(6)
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3/21/2017
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Common Stock
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55960
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$0.00
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976769
(3)
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D
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Stock Option (right to buy)
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$1.74
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12/15/2014
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M
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139200
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(7)
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11/27/2019
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Common Stock
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139200
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$0.00
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976769
(3)
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D
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Explanation of Responses:
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(
1)
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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.
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(
2)
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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.
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(
3)
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Includes previously reported shares of common stock underlying Restricted Stock Grants granted to the Reporting Person, which are subject to certain vesting conditions.
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(
4)
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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.
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(
5)
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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.
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(
6)
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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.
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(
7)
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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.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Katkin Keith
30 ENTERPRISE
SUITE 400
ALISO VIEJO, CA 92656
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X
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President and CEO
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Signatures
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/s/ Christine G. Ocampo by power of attorney for Keith Katkin
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12/17/2014
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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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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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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