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^*

Wang Zhuo

(Last)

(First)

(Middle)

698 WEST 10000 SOUTH

SUITE 500

(Street)

SOUTH JORDAN

84095

(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)
	President, CEO LANDesk

3. Date of Earliest Transaction (Month/Day/Year)
10/23/2006

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	10/23/2006		S		200,849	D	$34.77	301,500⁽¹⁾	D
Common Stock	10/24/2006		S/K		151,500	D	$35.0721	150,000	D
Common Stock	10/25/2006		S		50,000	D	$35.707	100,000	D
Common Stock	10/23/2006		S/K		2,795	A	$34.8443	0	I	Spouse
Common Stock								215,292	I	Escrow
Common Stock								1,197	I	Spouse Escrow

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 (Right to Buy)	$14.9							08/31/2006⁽²⁾	10/01/2014	Common Stock	263		263	I	Spouse
Put Option (Right to Sell shares to issuer)	$28.211	10/23/2006		J			200,849⁽⁵⁾	02/01/2007⁽³⁾	02/10/2007⁽⁴⁾	Common Stock	200,849	$0	301,500	D
Put Option (Right to Sell shares to issuer)	$28.211	10/24/2006		J			151,500⁽⁵⁾	02/01/2007⁽³⁾	02/10/2007⁽⁴⁾	Common Stock	151,500	$0	150,000	D
Put Option (Right to Sell shares to issuer)	$28.211	10/25/2006		J			50,000⁽⁵⁾	02/01/2007⁽³⁾	02/10/2007⁽⁴⁾	Common Stock	50,000	$0	100,000	D

Explanation of Responses:

1. The number of remaining shares was reduced by five (5) from the original issue to the reporting person due to rounding on the conversion of LANDesk shares to Avocent shares at the acquisition.

2. Assumption date, original grant date was October 1, 2004. 132 options vested on September 1, 2006 and 131 options vested on October 1, 2006.

3. This date is approximate. The Put Option is exercisable by the reporting person commencing on the date on which Avocent pays the contingent cash consideration (the "earn out") in connection with its acquisition of LANDesk Group Limited to former LANDEsk Shareholders or, if there is no earn out, on certain other dates.

4. This date is approximate. The Put Option expires ten (10) days after it becomes exercisable. See Footnote 3.

5. The reporting person sold shares covered by this Put Option Agreement reducing Avocent's potential obligation to purchase shares.

	/s/Edward Blankenship Attorney-in-Fact for Zhou Wang	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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