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*
Kolb Bradley
(Last) (First) (Middle)
C/O AVANEX CORPORATION
40919 ENCYCLOPEDIA CIRCLE
(Street)
FREMONT CA 94538
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
AVANEX CORP [ AVNX ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Senior VP, Operations
3. Date of Earliest Transaction (Month/Day/Year)
04/27/2009
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)
Code V Amount (A) or (D) Price
Common Stock 04/27/2009 D 21,132 D (1) 0(2)(3)(4)(5) 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $43.2 03/23/2006 D 26,666 (6) 03/23/2016 Common Stock 26,666 (6) 0 D
Employee Stock Option (right to buy) $24.6 10/31/2006 D 6,666 (7) 10/31/2016 Common Stock 6,666 (7) 0 D
Employee Stock Option (right to buy) $24.6 10/21/2007 D 10,333 (8) 10/21/2017 Common Stock 10,333 (8) 0 D
Employee Stock Option (right to buy) $0.79 11/21/2008 D 35,000 (9) 11/21/2018 Common Stock 35,000 (9) 0 D
Explanation of Responses:
1. Disposed of pursuant to the merger agreement between issuer and Bookham, Inc. in exchange for 114,662 shares of Bookham common stock having a market value per share of $0.56 on the effective date of the merger.
2. Includes 1,258 unvested Restricted Stock Units granted on October 9, 2006 that were assumed by Bookham, Inc. and now represent 6,825 unvested Restricted Stock Units of Bookham and will continue to vest pursuant to their original vesting schedule.
3. Includes 286 unvested Restricted Stock Units granted on March 21, 2007 that were assumed by Bookham, Inc. and now represent 1,551 unvested Restricted Stock Units of Bookham and will continue to vest pursuant to their original vesting schedule.
4. Includes 1,833 unvested Restricted Stock Units granted on October 21, 2007 that were assumed by Bookham, Inc. and now represent 9,945 unvested Restricted Stock Units of Bookham and will continue to vest pursuant to their original vesting schedule.
5. Includes 14,000 unvested Restricted Stock Units granted on August 18, 2008 that were assumed by Bookham, Inc. and now represent 75,964 unvested Restricted Stock Units of Bookham and will continue to vest pursuant to their original vesting schedule.
6. This option, of which 20,555 shares have vested, was assumed by Bookham, Inc. in the merger and is now an option to purchase 144,689 shares of Bookham common stock for $7.962 per share and will continue to vest pursuant to its original vesting schedule.
7. This option, of which 4,166 shares have vested, was assumed by Bookham, Inc. in the merger and is now an option to purchase 36,169 shares of Bookham common stock for $4.534 per share and will continue to vest pursuant to its original vesting schedule.
8. This option, of which 5,166 shares have vested, was assumed by Bookham, Inc. in the merger and is now an option to purchase 56,066 shares of Bookham common stock for $4.534 per share and will continue to vest pursuant to its original vesting schedule.
9. This option, of which 17,500 shares have vested, was assumed by Bookham, Inc. in the merger and is now an option to purchase 189,910 shares of Bookham common stock for $0.146 per share and will continue to vest pursuant to its original vesting schedule.
Richard C. Blake, Attorney-in-Fact for Bradley Kolb 04/27/2009
** 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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