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^*

IWAKI YUICHI

(Last)

(First)

(Middle)

C/O AVIGEN, INC

1301 HARBOR BAY PARKWAY

(Street)

ALAMEDA

94502

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AVIGEN INC \DE [ AVGN ]

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)
10/24/2006

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, $0.001 par value	10/24/2006		M		2,500	A	$3.625	50,871⁽¹⁾	I	General Partner, Iwaki Limited Partnership
Common Stock, $0.001 par value	10/24/2006		M		3,750	A	$4	54,621⁽¹⁾	I	General Partner, Iwaki Limited Partnership
Common Stock, $0.001 par value	10/24/2006		M		1,650	A	$3.25	56,271⁽¹⁾	I	General Partner, Iwaki Limited Partnership
Common Stock, $0.001 par value	10/24/2006		M		3,350	A	$2	59,621⁽¹⁾	I	General Partner, Iwaki Limited Partnership

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)
Non-Qualified Stock Option (Right to Buy)	$3.625	10/24/2006		M			2,500	⁽²⁾	10/25/2006	Common Stock, $0.001 par value	2,500	$0	0⁽³⁾	D
Non-Qualified Stock Option (Right to Buy)	$4	10/24/2006		M			3,750	⁽⁴⁾	12/18/2006	Common Stock, $0.001 par value	3,750	$0	0⁽³⁾	D
Non-Qualified Stock Option (Right to Buy)	$3.25	10/24/2006		M			1,650	⁽⁵⁾	11/20/2007	Common Stock, $0.001 par value	1,650	$0	0⁽³⁾	D
Non-Qualified Stock Option (Right to Buy)	$2	10/24/2006		M			3,350	⁽⁶⁾	11/19/2008	Common Stock, $0.001 par value	3,350	$0	0⁽³⁾	D

Explanation of Responses:

1. Excludes 3,643 shares held indirectly by Dr. Iwaki and his wife, jointly.

2. Options become exercisable in 4 equal annual installments beginning 10/25/1997.

3. Excludes Options to purchase 95,000 shares of Avigen, Inc common stock, $0.001 par value, at exercise prices and exercisable dates that differ from those described here.

4. Options become exercisable in 4 equal annual installments beginning 12/18/1997.

5. Options become exercisable in 3 annual installments of 1,650 shares, 1,700 shares, and 1,650 shares on 11/20/1998, 11/20/1999, and 11/20/2000, respectively.

6. Options become exercisable in 3 annual installments of 1,650 shares, 1,700 shares, and 1,650 shares on 11/19/1999, 11/19/2000, and 11/19/2001, respectively.

	Dr. Iwaki by Cristina Pons - Power of Attorney	10/25/2006
	** 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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