| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 10/29/2007 |
3. Issuer Name and Ticker or Trading Symbol
AVI BIOPHARMA INC [ AVII ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) 11/08/2007 |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Non-Qualified Stock Option (right to buy)(1) | (1) | (1) | Common Stock(1) | (1) | (1) | D(1) | |
| Call Option (right to buy) | 08/24/2007 | 01/16/2009 | Common Stock | 428(2) | 5 | D | |
| Call Option (right to buy) | 08/27/2007 | 01/16/2009 | Common Stock | 72(3) | 5 | D | |
| Explanation of Responses: |
| 1. This Form 3/A is being filed to delete the reporting of stock options included on the Form 3 filed by the reporting person on November 8, 2007. The stock options included on the Form 3 were granted in connection with the reporting person's appointment to AVI BioPharma, Inc.'s board of directors, and thus should have been reported on a Form 4. A Form 4 reporting the reporting person's holdings of the stock options has been filed commensurate with the filing of this Form 3/A. The 5,000 shares of common stock reported on the Form 3 filed by the reporting person on November 8, 2007 were properly reported on that form, and have been omitted from this Form 3/A. |
| 2. Represents 42,800 shares of common stock underlying 428 identical call option contracts. |
| 3. Represents 7,200 shares of common stock underlying 72 identical call option contracts. |
| Remarks: |
| This Form 3/A includes as Exhibit 24 a power of attorney executed by the reporting person. |
| By: Mark M Webber, Attorney-in-fact For: William Alden Goolsbee | 04/11/2008 | |
| ** 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 5 (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 Number. | ||
Exhibit 24
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and appoints each of Alan P. Timmins, Mark M. Webber and Michelle Bressman, signing individually, the undersigned’s true and lawful attorneys-in fact and agents to:
(1) execute for and on behalf of the undersigned, an officer, director or holder of 10% of more of a registered class of securities of AVI BioPharma, Inc. (the “Company”), Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules thereunder;
(2) do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such forms or amendments with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
(3) take any other action of any nature whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act.
This Power of Attorney shall remain in full force and effect until the earliest to occur of (a) the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, (b) revocation by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact or (c) as to any attorney-in-fact individually, until such attorney-in-fact shall no longer be employed by the Company.
IN WITNESS WHEREOF, the undersigned has cause this Power of Attorney to be executed as of this 3 day of November, 2007.
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/s/ William A. Goolsbee |
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