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^*

MACSWEENEY KIERAN

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Managing Dir. Inter. Ops.

3. Date of Earliest Transaction (Month/Day/Year)
11/18/2004

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	11/18/2004		M		5,000	A	$12	5,112	D
Common Stock	11/18/2004		S		5,000	D	$38.97	112	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)	$12	11/18/2004		M			5,000	04/23/1999⁽¹⁾	04/23/2009	Common Stock	5,000	$0	7,500	D
Options (rights to buy)	$26.94							05/02/2000⁽²⁾	05/02/2010	Common Stock	15,000		15,000	D
Options (rights to buy)	$52.44							09/18/2000⁽³⁾	09/18/2010	Common Stock	175,000		175,000	D
Options (rights to buy)	$22.36							05/25/2001⁽⁴⁾	05/25/2011	Common Stock	40,000		40,000	D
Options (rights to buy)	$21.77							04/15/2002⁽⁴⁾	04/15/2012	Common Stock	40,000		40,000	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	15,000		15,000	D
Option (rights to buy)	$28.96							08/19/2004⁽⁴⁾	08/19/2014	Common Stock	10,000		10,000	D

Explanation of Responses:

1. Grant date, 25% vests immediately and then vest in three equal annual installments.

2. 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.

3. 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 over the remaining 12 months.

4. Grant date, 25% vests after 6 months and 7.5% vests every three months over the remaining 10 quarters.

	Douglas E Pritchett as attorney-in-fact for Kieran Mac Sweeney	11/22/2004
	** 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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