XFRA:AV2B AVANIR Pharmaceuticals Class A Insider Activity 4 Filing - 9/17/2012

Effective Date 9/17/2012

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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
OCAMPO CHRISTINE
  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
(Last)
(First)
(Middle)
20 ENTERPRISE, SUITE 200
3. Date of Earliest Transaction (Month/Day/Year)
09/17/2012
(Street)

ALISO VIEJO, CA 92656
4. If Amendment, Date 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
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price
Common Stock 09/17/2012   M   65,000 A $0.53 123,246(1) D  
Common Stock 09/17/2012   S(2)   65,000 D $3.4896(3) 58,246(1) D  
Common Stock               3,000 I By Individual Retirement Account
Common Stock               11,900 I By spouse(4)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $0.53 09/17/2012   M     65,000   (5) 12/16/2018 Common Stock 65,000 $ 0 65,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
OCAMPO CHRISTINE
20 ENTERPRISE, SUITE 200
ALISO VIEJO, CA 92656
      Vice President, Finance  

Signatures

 /s/ Christine Ocampo   09/18/2012
** Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Includes previously reported shares of common stock underlying Restricted Stock Units granted to the Reporting Person, which are subject to certain vesting conditions.
(2) The sales reported on this Form 4 were effected pursuant to a trading plan adopted pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. A portion of the proceeds from the sale will be used to pay required tax withholdings due upon the vesting of Restricted Stock Units granted to the Reporting Person. Following the sales reported on this Form 4, the Reporting Person has a total of 191,057 options to purchase shares of common stock that are vested and immediately exercisable and 209,193 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 25,625 unvested Restricted Stock Units, of which 13,750 are performance-based Restricted Stock Units.
(3) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.41 to $3.58, inclusive. 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 sold at each separate price within the range.
(4) The Reporting Person disclaims beneficial ownership of these shares, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
(5) This option, representing a right to purchase a total of 130,000 shares, became exercisable with respect to one-quarter of the underlying shares on December 18, 2009, which was the first anniversary of the date on which the option was granted. The remaining shares vest quarterly thereafter over the next three years.

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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XFRA:AV2B AVANIR Pharmaceuticals Class A Insider Activity 4 Filling

AVANIR Pharmaceuticals Class A XFRA:AV2B Stock - Get Insider Activity SEC Filing of AVANIR Pharmaceuticals Class A XFRA:AV2B stocks, including company profile, shares outstanding, strategy, business segments, operations, officers, consolidated financial statements, financial notes and ownership information.

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XFRA:AV2B AVANIR Pharmaceuticals Class A Insider Activity 4 Filing - 9/17/2012
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