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 *

PARKER SCOTT
2. Issuer Name and Ticker or Trading Symbol

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

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Senior Vice President of Sales
(Last)          (First)          (Middle)

C/O AVANEX CORPORATION, 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    17846   D   (1) 0   (2) (3) 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
Employee Stock Option (right to buy)   $19.80   12/21/2007           17000      (4) 12/21/2017   Common Stock   17000     (4) 0   D    
Employee Stock Option (right to buy)   $0.79   11/21/2008           35000      (5) 11/21/2018   Common Stock   35000     (5) 0   D    

Explanation of Responses:
( 1)  Disposed of pursuant to the merger agreement between issuer and Bookham, Inc. in exchange for 96,832 shares of Bookham common stock having a market value per share of $0.56 on the effective date of the merger.
( 2)  Includes 3,667 unvested Restricted Stock Units granted on December 21, 2007 that were assumed by Bookham, Inc. and now represent 19,897 unvested Restricted Stock Units of Bookham and will continue to vest pursuant to their original vesting schedule.
( 3)  Includes 14,000 unvested Restricted Stock Units granted on August 18, 2008 that were assumed by Bookham, Inc. and now represent 75,964 unvested Restricted Stock Units of Bookham and will continue to vest pursuant to their original vesting schedule.
( 4)  This option, of which 8,500 shares have vested, was assumed by Bookham, Inc. in the merger and is now an option to purchase 92,242 shares of Bookham common stock for $3.649 per share and will continue to vest pursuant to its original vesting schedule.
( 5)  This option, of which 17,500 shares have vested, was assumed by Bookham, Inc. in the merger and is now an option to purchase 189,910 shares of Bookham common stock for $0.146 per share and will continue to vest pursuant to its original vesting schedule.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
PARKER SCOTT
C/O AVANEX CORPORATION
40919 ENCYCLOPEDIA CIRCLE
FREMONT, CA 94538


Senior Vice President of Sales

Signatures
Richard C. Blake, Attorney-in-fact for Scott Parker 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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