FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

WANG SUSAN
2. Issuer Name and Ticker or Trading Symbol

AVANEX CORP [ AVNX ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

40919 ENCYCLOPEDIA CIRCLE
3. Date of Earliest Transaction (MM/DD/YYYY)

4/27/2009
(Street)

FREMONT, CA 94538
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   4/27/2009     D    6580   (1) (2) D   (3) 0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Non- Qualified Stock Option (right to buy)   $15.15   12/18/2002           2666   (1)     (4) 12/18/2012   Common Stock   2666     (4) 0   D    
Non- Qualified Stock Option (right to buy)   $75.90   11/6/2003           666   (1)     (5) 11/6/2013   Common Stock   666     (5) 0   D    
Non- Qualified Stock Option (right to buy)   $41.25   11/1/2004           1333   (1)     (6) 11/1/2014   Common Stock   1333     (6) 0   D    
Non- Qualified Stock Option (right to buy)   $11.25   10/27/2005           1333   (1)     (7) 10/27/2015   Common Stock   1333     (7) 0   D    
Non- Qualified Stock Option (right to buy)   $22.80   11/3/2006           1333   (1)     (8) 11/3/2016   Common Stock   1333     (8) 0   D    
Non- Qualified Stock Option (right to buy)   $23.55   11/15/2007           1333   (1)     (9) 11/15/2017   Common Stock   1333     (9) 0   D    
Non- Qualified Stock Option (right to buy)   $1.61   11/13/2008           1333   (1) (11)     (10) 11/13/2018   Common Stock   1333     (10) 0   D    

Explanation of Responses:
( 1)  The total number of shares being disposed has been adjusted to reflect the 15-for-1 reverse stock split that the Company effected following the close of market on August 12, 2008.
( 2)  Includes 666 vested shares from a Restricted Stock Unit granted on November 13, 2008 that was previously not reported on a Form 4.
( 3)  Disposed of pursuant to the merger agreement between issuer and Bookham, Inc. in exchange for 35,703 shares of Bookham common stock having a market value per share of $0.56 on the effective date of the merger.
( 4)  This option, which is 100% vested, was assumed by Bookham, Inc. in the merger and is now an option to purchase 14,465 shares of Bookham common stock for $2.792 per share.
( 5)  This option, which is 100% vested, was assumed by Bookham, Inc. in the merger and is now an option to purchase 3,613 shares of Bookham common stock for $13.988 per share.
( 6)  This option, which is 100% vested, was assumed by Bookham, Inc. in the merger and is now an option to purchase 7,232 shares of Bookham common stock for $7.602 per share.
( 7)  This option, which is 100% vested, was assumed by Bookham, Inc. in the merger and is now an option to purchase 7,232 shares of Bookham common stock for $2.073 per share.
( 8)  This option, which is 100% vested, was assumed by Bookham, Inc. in the merger and is now an option to purchase 7,232 shares of Bookham common stock for $4.202 per share.
( 9)  This option, which is 100% vested, was assumed by Bookham, Inc. in the merger and is now an option to purchase 7,232 shares of Bookham common stock for $4.34 per share.
( 10)  This option, which is 100% vested, was assumed by Bookham, Inc. in the merger and is now an option to purchase 7,232 shares of Bookham common stock for $0.297 per share.
( 11)  Non-Qualified Stock Option granted on November 13, 2008 was previously not reported on a Form 4.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
WANG SUSAN
40919 ENCYCLOPEDIA CIRCLE
FREMONT, CA 94538
X



Signatures
Richard C. Blake, Attorney-in-fact for Susan Wang 4/27/2009
** 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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