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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* GIMV NV (Last) (First) (Middle) KAREL OOMSSTRAAT 37 (Street) ANTWERP C9 B-2018 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol AVALON PHARMACEUTICALS INC [ AVRX ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 10/04/2005
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/04/2005		P		154,190	A	$10.5	154,190	D(1)
Common Stock	10/04/2005		P		27,210	A	$10.5	181,400	D(2)
Common Stock	10/04/2005		C		187,500	A	(3)	368,900	D(1)
Common Stock	10/04/2005		C		374,571	A	(4)	743,471	D(1)
Common Stock	10/04/2005		C		69,730	A	$10.5	813,201	D(1)
Common Stock	10/04/2005		C		66,101	A	(4)	879,302	D(2)
Common Stock	10/04/2005		C		12,305	A	$10.5	891,607	D(2)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Redeemable Convertible Preferred Stock	(3)	10/04/2005		C			1,500,000	(3)	(3)	Common Stock	187,500	$0.00	0	D(1)
Series B Redeemable Convertible Preferred Stock	(4)	10/04/2005		C			1,698,927	(4)	(4)	Common Stock	374,571	$0.00	0	D(1)
8% Convertible Notes	$10.5	10/04/2005		C			$694,181	(5)	01/01/2006	Common Stock	69,730(5)	$0.00	0	D(1)
Series B Redeemable Convertible Preferred Stock	(4)	10/04/2005		C			299,810	(4)	(4)	Common Stock	66,101	$0.00	0	D(2)
8% Convertible Notes	$10.5	10/04/2005		C			$122,502	(5)	01/01/2006	Common Stock	12,305(5)	$0.00	0	D(2)

1. Name and Address of Reporting Person* GIMV NV (Last) (First) (Middle) KAREL OOMSSTRAAT 37 (Street) ANTWERP C9 B-2018 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ADVIESBEHEER GIMV LIFE SCIENCES NV (Last) (First) (Middle) KAREL OOMSSTRAAT 37 (Street) ANTWERP C9 B-2081 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Shares directly held by GIMV N.V.

2. Shares directly held by Adviesbeheer GIMV Life Sciences N.V.

3. On October 4, 2005, in connection with the closing of the initial public offering of the issuer, the Series A Redeemable Convertible Preferred Stock converted into common stock on a 1-for-0.125 basis and had no expiration date.

4. On October 4, 2005, in connection with the closing of the initial public offering of the issuer, the Series B Redeemable Convertible Preferred Stock converted into common stock on a 1-for-0.220475 basis and had no expiration date.

5. The 8% Convertible Notes have a maturity date of January 1, 2006. The 8% Convertible Notes automatically converted into common stock upon the closing of the issuer?s initial public offering at a conversion rate equal to the principal amount of the note, with accrued and unpaid interest, divided by the public offering price per share of the initial public offering.

Remarks:

This report is filed jointly by GIMV N.V. and Adviesbeheer GIMV Life Sciences N.V., as members of a Section 13(d) "group." The reported securities are directly held by GIMV N.V. and Adviesbeheer GIMV Life Sciences N.V. GIMV N.V. exercises voting and investment power over these securities through the members of its investment committee. The reporting persons on this Form 4 disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interests therein.

	/s/ Thomas G. David Attorney-in-Fact	10/06/2005
	** 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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