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

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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^*

WEEKS DOYLE C

(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
X	Officer (give title below)	Other (specify below)
	President, COO

3. Date of Earliest Transaction (Month/Day/Year)
10/25/2006

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	10/25/2006		M		14,500	A	$26.14	44,590	D
Common Stock	10/25/2006		S		14,500	D	$36	30,090	D
Common Stock	10/25/2006		M		15,000	A	$21.77	45,090	D
Common Stock	10/25/2006		S		15,000	D	$36⁽⁴⁾	30,090	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)
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	25,000		25,000	D
Options (rights to buy)	$52.4375							09/18/2000⁽²⁾	09/18/2010	Common Stock	200,000		200,000	D
Options (rights to buy)	$27.25							03/07/2003⁽³⁾	03/07/2013	Common Stock	100,000		100,000	D
Options (rights to buy)	$40.98							02/05/2004⁽³⁾	02/05/2014	Common Stock	40,000		40,000	D
Options (right to buy)	$26.14	10/25/2006		M			14,500	06/30/2005⁽⁵⁾	06/30/2015	Common Stock	14,500	$0	0	D
Options (right to buy)	$21.77	10/25/2006		M			15,000	04/15/2006⁽³⁾	04/15/2012	Common Stock	15,000	$0	0	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 thereafter.

2. Grant date, 15% vests every six months for the first 12 months, 6.25% vests quarterly for the following 24 months and 5% vests quarterly for the remaining 12 months.

3. Grant date, 25% vests after 6 months and in 10 equal quarterly installments thereafter.

4. This includes time-based restricted shares: 9355 shares vest equally over two years, 50% on January 1, 2007 and 50% on January 1, 2008; 19355 shares vest equally over three years, 1/3 on January 1, 2007, 1/3 on January 1, 2008 and 1/3 on January 1, 2009.

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

	Edward H. Blankenship Attorney - in-Fact for Doyle C. Weeks	10/27/2006
	** 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.
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