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^*

FERRI PAUL J

(Last)

(First)

(Middle)

C/O MATRIX PARTNERS

1000 WINTER STREET, SUITE 4500

(Street)

WALTHAM

02451

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AIRVANA INC [ AIRV ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/11/2008

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	08/11/2008		J⁽¹⁾		1,100,750	D	$0.00	7,100,218	I	By Matrix Partners VI, L.P.⁽¹⁾
Common Stock	08/11/2007		J⁽²⁾		748,875	D	$0.00	5,059,609	I	By Matrix Partners VII, L.P.⁽²⁾
Common Stock	08/11/2008		J⁽³⁾		343,047	D	$0.00	2,392,906	I	By Matrix VI Parallel Partnership-A, L.P.⁽³⁾
Common Stock	08/11/2008		S		12,089	D	$5.3295⁽⁴⁾	2,380,817	I	By Matrix VI Parallel Partnership-A, L.P.⁽⁵⁾
Common Stock	08/11/2008		J⁽⁶⁾		121,920	D	$0.00	794,659	I	By Matrix VI Parallel Partnership-B, L.P.⁽⁶⁾
Common Stock	08/11/2008		S		155	D	$5.3295⁽⁴⁾	794,504	I	By Matrix VI Parallel Partnership-B, L.P.⁽⁷⁾
Common Stock	08/11/2008		J⁽⁸⁾		259,000	D	$0.00	1,670,639	I	By Weston & Co. VI LLC⁽⁸⁾
Common Stock	08/11/2008		J⁽⁹⁾		1,125	D	$0.00	7,601	I	By Weston & Co. VII LLC⁽⁹⁾
Common Stock	08/11/2008		J⁽¹⁰⁾		1,650	A	$0.00	1,650⁽¹⁰⁾	D
Common Stock	08/12/2008		S		12,089	D	$5.3584⁽¹¹⁾	2,368,728	I	By Matrix VI Parallel Partnership-A, L.P.⁽⁵⁾
Common Stock	08/12/2008		S		690	D	$5.3584⁽¹¹⁾	793,814	I	By Matrix VI Parallel Partnership-B, L.P.⁽⁷⁾

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)

Explanation of Responses:

1. Pro rata distribution, in kind and without consideration, to the partners of Matrix Partners VI, L.P. These shares are owned solely by Matrix Partners VI, L.P. Matrix VI Management Co., L.L.C. ("Matrix VI LLC") is the general partner of Matrix Partners VI, L.P. Paul J. Ferri, as a Managing Member of Matrix VI LLC, has sole voting and dispositive power with respect to these shares. Mr. Ferri disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.

2. Pro rata distribution, in kind and without consideration, to the partners of Matrix Partners VII, L.P. These shares are owned solely by Matrix Partners VII, L.P. Matrix VII Management Co., L.L.C. ("Matrix VII LLC") is the general partner of Matrix Partners VII, L.P. Paul J. Ferri, as a Managing Member of Matrix VII LLC, has sole voting and dispositive power with respect to these shares. Mr. Ferri disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.

3. Pro rata distribution, in kind and without consideration, to the partners of Matrix VI Parallel Partnership-A, L.P. These shares are owned solely by Matrix VI Parallel Partnership-A, L.P. Matrix VI LLC is the general partner of Matrix VI Parallel Partnership-A, L.P. Paul J. Ferri, as a Managing Member of Matrix VI LLC, has sole voting and dispositive power with respect to these shares. Mr. Ferri disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.

4. Price reported represents the weighted average price of shares sold. Shares were sold at varying prices in the range of $5.20 - $5.46. Mr. Ferri hereby undertakes, upon request of the Staff of the U.S. Securities and Exchange Commission, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price.

5. These shares are owned solely by Matrix VI Parallel Partnership-A, L.P. Matrix VI LLC is the general partner of Matrix VI Parallel Partnership-A, L.P. Paul J. Ferri, as a Managing Member of Matrix VI LLC, has sole voting and dispositive power with respect to these shares. Mr. Ferri disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.

6. Pro rata distribution, in kind and without consideration, to the partners of Matrix VI Parallel Partnership-B, L.P. These shares are owned solely by Matrix VI Parallel Partnership-B, L.P. Matrix VI LLC is the general partner of Matrix VI Parallel Partnership-B, L.P. Paul J. Ferri, as a Managing Member of Matrix VI LLC, has sole voting and dispositive power with respect to these shares. Mr. Ferri disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.

7. These shares are owned solely by Matrix VI Parallel Partnership-B, L.P. Matrix VI LLC is the general partner of Matrix VI Parallel Partnership-B, L.P. Paul J. Ferri, as a Managing Member of Matrix VI LLC, has sole voting and dispositive power with respect to these shares. Mr. Ferri disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.

8. Re-registration, without consideration, in the names of the beneficial owners. These shares are owned solely by Weston & Co. VI LLC, which is a nominee for certain beneficial owners. Mr. Ferri is authorized by the sole member of Weston & Co. VI LLC to take any action with respect to the shares held by Weston & Co. VI LLC as directed by the underlying beneficial owners. Mr. Ferri does not have voting or dispositive power with respect to such shares.

9. Re-registration, without consideration, in the names of the beneficial owners. These shares are owned solely by Weston & Co. VII LLC, which is a nominee for certain beneficial owners. Mr. Ferri is authorized by the sole member of Weston & Co. VII LLC to take any action with respect to the shares held by Weston & Co. VII LLC as directed by the underlying beneficial owners. Mr. Ferri does not have voting or dispositive power with respect to such shares.

10. Reflects pro rata distributions, in kind and without compensation, to Mr. Ferri as follows: 711 shares from Matrix Partners VI, L.P., 292 shares from Matrix Parallel Partnership-A, L.P. and 647 shares from Matrix Parallel Partnership-B, L.P.

11. Price reported represents the weighted average price of shares sold. Shares were sold at varying prices in the range of $5.35 - $5.44. Mr. Ferri hereby undertakes, upon request of the Staff of the U.S. Securities and Exchange Commission, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price.

Remarks:

	/s/ Peter C. Anastos, Attorney-in-Fact for Paul J. Ferri	08/13/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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