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* SEMLER ERIC (Last) (First) (Middle) 888 SEVENTH AVENUE, SUITE 1504 (Street) NEW YORK NY 10019 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol FIRST AVENUE NETWORKS INC [ FRNS ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 05/19/2006
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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	05/19/2006		P		17,700(1)	A	$13.25	7,679,939	I	See Footnote(2)
Common Stock	05/19/2006		P		260,000(1)	A	$14.2309	7,939,939	I	See Footnote(2)
Common Stock	05/19/2006		P		85,000(1)	A	$14.21	8,024,939	I	See Footnote(3)

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

1. Name and Address of Reporting Person* SEMLER ERIC (Last) (First) (Middle) 888 SEVENTH AVENUE, SUITE 1504 (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* TCS Capital GP, LLC (Last) (First) (Middle) 888 SEVENTH AVENUE, SUITE 1504 (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The filing of this Form 4 shall not be construed as an admission that TCS Capital GP, LLC ("TCS") or Eric Semler, the managing member of TCS is or was for the purposes of Section 16(a) of the Securities Exchange act of 1934, as amended, or otherwise the beneficial owner of any of the shares of common stock of First Avenue Networks, Inc ("Common Stock") owned by TCS Capital, L.P., TCS Capital II, L.P., TCS Capital Investments, L.P. and TCS Select, L.P. Pursuant to Rule 16a-1, both TCS and Mr. Semler disclaim such beneficial ownership.

2. TCS holds indirectly Common Stock for the accounts of TCS Capital, L.P., TCS Capital II, L.P. and TCS Capital Investments, L.P. (collectively, the "Capital Funds") of which TCS is the general partner. TCS receives an allocation of a portion of net profits from and owns a partnership interest in the Capital Funds. Mr. Semler reports the shares held by the Capital Funds because as manager of TCS at the time of purchase, he controlled the disposition and voting of the securities.

3. Mr. Semler is the manager of TCS Select GP, LLC ("TCS Select"), which holds indirectly Common Stock for the account of TCS Select, L.P. (the "Select Fund"), of which it serves as the general partner. Mr. Semler reports the shares held by the Select Fund because as manager of TCS Select at the time of purchase, he controlled the disposition and voting of the securities.

	/s/ Eric Semler	05/23/2006
	/s/ Eric Semler, managing member of TCS Capital GP, LLC	05/23/2006
	** 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).
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