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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

THORNTON STEPHEN F

(Last)

(First)

(Middle)

4991 CORPORATE DRIVE

(Street)

HUNTSVILLE

35805

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AVOCENT CORP [ AVCT ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
04/25/2006

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	04/25/2006		A		6,742⁽⁶⁾	A	$0	163,807	D
Common Stock								49,248	I	Spouse
Common Stock								70,422	I	GP of LP

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)
Options (rights to buy)	$26.94							05/02/2000⁽¹⁾	05/02/2010	Common Stock	30,000		30,000	D
Options (rights to buy)	$52.44							09/18/2000⁽²⁾	09/18/2010	Common Stock	225,000		225,000	D
Options (rights to buy)	$22.36							05/25/2001⁽³⁾	05/25/2011	Common Stock	60,000		60,000	D
Options (rights to buy)	$21.77							04/15/2002⁽⁴⁾	04/15/2012	Common Stock	30,000		30,000	D
Options (rights to buy)	$27.25							03/07/2003⁽⁴⁾	03/07/2013	Common Stock	30,000		30,000	D
Options (rights to buy)	$40.98							02/05/2004⁽⁴⁾	02/05/2014	Common Stock	10,000		10,000	D
Options (rights to buy)	$26.14							06/30/2005⁽⁵⁾	06/30/2015	Common Stock	4,200		4,200	D

Explanation of Responses:

1. Grant date, 50% vest and become exercisable on the first anniversary of the grant date and 25% on each grant date anniversary for the following two years.

2. Grant date, 15% vests every 6 months for the first 12 months, 6.25% vests every three months for the following 24 months and 5% vests every three months for the final 12 months.

3. Grant date, 25% vests after 6 months, 7.5% vests every three months for final 10 quarters. The vesting of unvested options priced greater than $25.00 accelerated and became exercisable on December 25, 2005.

4. Grant date, option vest and become exercisable in 24 monthly installments beginning one month from date of grant. The vesting of unvested options priced greater than $25.00 accelerated and became exercisable on December 25, 2005.

5. Grant date, 100% vests on December 31, 2005.

6. These are time-based restricted shares; 6,742 shares vest equally over two years, 50% on January 1, 2007 and 50% on January 1, 2008.

	Doyle C. Weeks as attorney-in-fact for Stephen F Thornton	04/27/2006
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.