As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 4/20/07  Ridgeback Capital Invs Ltd.       SC 13G                 3:125K Avanir Pharmaceuticals, Inc.      Kelley Drye & Warren/FA

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13G      Form 13G                                            HTML     61K 
 2: EX-24       Exhibit 24-1                                        HTML      9K 
 3: EX-99       Exhibit 99.1                                        HTML     12K 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

SCHEDULE 13G

 

UNDER THE SECURITIES EXCHANGE ACT OF 1934¹

 

Avanir Pharmaceuticals

(Name of Issuer)

 

Common Stock, no par value per share

(Title of Class of Securities)

 

05348P401

(CUSIP Number)

 

April 19, 2007

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

o Rule 13d-1(b)

x Rule 13d-1(c)

o Rule 13d-1(d)

 

__________________

 

¹ The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

---

 

 

 

 

 

---

 

 

 

 

 

---

 

 

 

 

 

---

 

 

 

 

Avanir Pharmaceuticals (the “Company”).

 

 

The Company’s principal executive offices are located at 101 Enterprise Suite 300, Aliso Viejo, California 92656.

 

 

This statement is filed on behalf of the following persons with respect to shares of common stock of the Company acquired, and to be acquired on the open market (the “Shares”):

(i)           Ridgeback Capital Investments Ltd., a Cayman limited company (“RCI”), with respect to Shares beneficially owned by it;

(ii)          Ridgeback Capital Management LLC, a Delaware limited liability company (“RCM”), with respect to Shares beneficially owned by it; and

(iii)         Wayne Holman, an individual and owner of RCM, with respect to Shares beneficially owned by him.

The foregoing persons are hereinafter referred to collectively as the “Reporting Persons.” Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

 

The address of the principal business office of each of the Reporting Persons is 430 Park Avenue, 12th Floor, New York, New York 10022.

 

 

RCI is a Cayman Island limited company. RCM is a Delaware limited liability company. Wayne Holman is a United States citizen.

 

 

Common stock , no par value per share.

 

 

05348P401

 

Item 3.

 

If this statement is filed pursuant to Rules 13d-1(b) or 13d- 2(b) or (c), check whether the person filing is a:

 

---

 

 

 

 

 

 

The percentages used herein are calculated based upon 39,598,709 shares issued and outstanding, as of February 12, 2007, based upon the Company’s Form 10-Q for the quarter ending December 31, 2006. As of the close of business on April 20, 2007, the Reporting Persons beneficially owned shares of the Company’s common stock in the amounts and percentages listed below:

 

 

 

---

 

 

 

 

 

Wayne Holman and RCM do not own any Shares directly. Pursuant to an investment management agreement, RCM maintains investment and voting power with respect to the securities held by RCI. Wayne Holman controls RCM. By reason of the provisions of Rule 13d-3 of the Securities Exchange Act of 1934, as amended, Wayne Holman and RCM may be deemed to own beneficially all of the Shares (constituting approximately 5.1% of the shares outstanding). Both Wayne Holman and RCM disclaim beneficial ownership of any of the securities covered by this statement, except to the extent of any pecuniary interest therein.

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following.   o

 

 

To the knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, a number of the Shares which represents more than five percent of the number of outstanding shares of the Shares.

 

 

Not Applicable.

 

 

Not Applicable.

 

---

 

 

 

 

Not Applicable.

 

 

Each of the Reporting Persons hereby makes the following certification:

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

---

 

 

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

DATED: April 20, 2007

 

 

 

 

 

 

 

 

 

---

 

 

 

Exhibit Index