Edgar Filing: AVI BIOPHARMA INC

Ownership Submission

FORM 4

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

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(h) of the Investment Company Act of 1940

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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

BURGER DENIS R

2. Issuer Name and Ticker or Trading Symbol
AVI BIOPHARMA INC [AVII]

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

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chief Executive Officer

(Last)

(First)

(Middle)

ONE SW COLUMBIA, SUITE 1105

3. Date of Earliest Transaction (Month/Day/Year)
04/03/2007

(Street)

PORTLAND, OR 97258

4. If Amendment, Date 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

(City)

(State)

(Zip)

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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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.		SEC 1474 (9-02)

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 Underlying Securities
(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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (right to buy)

$ 7.35

04/03/2007

D⁽¹⁾

13,605

⁽¹⁾

02/16/2016

Common Stock

13,605

⁽¹⁾

Employee Stock Option (right to buy)

$ 7.35

04/03/2007

A⁽¹⁾

13,605

⁽¹⁾

03/27/2010

Common Stock

13,605

⁽¹⁾

13,605

Employee Stock Option (right to buy)

$ 7.35

04/03/2007

D⁽¹⁾

161,395

⁽¹⁾

02/16/2016

Common Stock

161,395

⁽¹⁾

Employee Stock Option (right to buy)

$ 7.35

04/03/2007

A⁽¹⁾

161,395

⁽¹⁾

03/27/2010

Common Stock

161,395

⁽¹⁾

161,395

Employee Stock Option (right to buy)

$ 2.53

04/03/2007

D⁽²⁾

56,425

⁽²⁾

02/22/2015

Common Stock

56,425

⁽²⁾

Employee Stock Option (right to buy)

$ 2.53

04/03/2007

A⁽²⁾

56,425

⁽²⁾

03/27/2010

Common Stock

56,425

⁽²⁾

56,425

Employee Stock Option (right to buy)

$ 2.53

04/03/2007

D⁽²⁾

118,575

⁽²⁾

02/22/2015

Common Stock

118,575

⁽²⁾

Employee Stock Option (right to buy)

$ 2.53

04/03/2007

A⁽²⁾

118,575

⁽²⁾

03/27/2010

Common Stock

118,575

⁽²⁾

118,575

Employee Stock Option (right to buy)

$ 5.35

04/03/2007

D⁽³⁾

292,618

⁽³⁾

12/05/2012

Common Stock

292,618

⁽³⁾

Employee Stock Option (right to buy)

$ 5.35

04/03/2007

A⁽³⁾

292,618

⁽³⁾

03/27/2010

Common Stock

292,618

⁽³⁾

292,618

Employee Stock Option (right to buy)

$ 5.35

04/03/2007

D⁽³⁾

37,382

⁽³⁾

12/05/2012

Common Stock

37,382

⁽³⁾

Employee Stock Option (right to buy)

$ 5.35

04/03/2007

A⁽³⁾

37,382

⁽³⁾

03/27/2010

Common Stock

37,382

⁽³⁾

37,382

Employee Stock Option (right to buy)

$ 6.38

04/03/2007

D⁽⁴⁾

100,000

⁽⁴⁾

06/12/2007

Common Stock

100,000

⁽⁴⁾

Employee Stock Option (right to buy)

$ 6.38

04/03/2007

A⁽⁴⁾

100,000

⁽⁴⁾

06/12/2007

Common Stock

100,000

⁽⁴⁾

100,000

Employee Stock Option (right to buy)

$ 5.75

04/03/2007

D⁽⁵⁾

147,827

⁽⁵⁾

01/03/2010

Common Stock

147,827

⁽⁵⁾

Employee Stock Option (right to buy)

$ 5.75

04/03/2007

A⁽⁵⁾

147,827

⁽⁵⁾

01/03/2010

Common Stock

147,827

⁽⁵⁾

147,827

Employee Stock Option (right to buy)

$ 5.75

04/03/2007

D⁽⁵⁾

52,173

⁽⁵⁾

01/03/2010

Common Stock

52,173

⁽⁵⁾

Employee Stock Option (right to buy)

$ 5.75

04/03/2007

A⁽⁵⁾

52,173

⁽⁵⁾

01/03/2010

Common Stock

52,173

⁽⁵⁾

52,173

Employee Stock Option (right to buy)

$ 6.625

04/03/2007

D⁽⁶⁾

154,718

⁽⁶⁾

02/02/2008

Common Stock

154,718

⁽⁶⁾

Employee Stock Option (right to buy)

$ 6.625

04/03/2007

A⁽⁶⁾

154,718

⁽⁶⁾

02/02/2008

Common Stock

154,718

⁽⁶⁾

154,718

Employee Stock Option (right to buy)

$ 6.625

04/03/2007

D⁽⁶⁾

45,282

⁽⁶⁾

02/02/2008

Common Stock

45,282

⁽⁶⁾

Employee Stock Option (right to buy)

$ 6.625

04/03/2007

A⁽⁶⁾

45,282

⁽⁶⁾

02/02/2008

Common Stock

45,282

⁽⁶⁾

45,282

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
BURGER DENIS R ONE SW COLUMBIA SUITE 1105 PORTLAND, OR 97258	X		Chief Executive Officer

Signatures

/S/ MARK M. WEBBER Attorney -in-fact for Denis Burger		04/04/2007
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The exercise period has been extended to the earlier of the original expiration of the option or March 27, 2010. The options were originally granted on 02/16/2006. As of March 27, 2007, all options were 100% vested upon Dr. Burger's resignation pursuant to his employment agreement.
(2)	The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The exercise period has been extended to the earlier of the original expiration of the option or March 27, 2010. The options were originally granted on 02/22/2005. As of March 27, 2007, all options were 100% vested upon Dr. Burger's resignation pursuant to his employment agreement.
(3)	The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The exercise period has been extended to the earlier of the original expiration of the option or March 27, 2010. The options were originally granted on 12/05/2002. As of March 27, 2007, all options were 100% vested upon Dr. Burger's resignation pursuant to his employment agreement.
(4)	The two reported transaction involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The exercise period has been extended to the earlier of the original expiration of the option or March 27, 2010. The options were originally granted on 06/12/1997. As of March 27, 2007, all options were 100% vested upon Dr. Burger's resignation pursuant to his employment agreement.
(5)	The two reported transaction involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The exercise period has been extended to the earlier of the original expiration of the option or March 27, 2010. The options were originally granted on 01/03/2000. As of March 27, 2007, all options were 100% vested upon Dr. Burger's resignation pursuant to his employment agreement.
(6)	The two reported transaction involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The exercise period has been extended to the earlier of the original expiration of the option or March 27, 2010. The options were originally granted on 02/02/1998. As of March 27, 2007, all options were 100% vested upon Dr. Burger's resignation pursuant to his employment agreement.

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