SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 6-K
 
REPORT OF FOREIGN ISSUER
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
 
For the month of February 2006
 
Commission File Number 000-51122
 
pSivida Limited
(Translation of registrant’s name into English)
 
 
Level 12 BGC Centre
28 The Esplanade
Perth WA 6000
(Address of principal executive offices)
 
 
(Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F).
 
Form 20-F x        Form 40-F o
 
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
 
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
 
Yes o        No x
 
 
If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ___.
 
 
SIGNATURE
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant, pSivida Limited, has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
     
  pSivida Limited
 
 
 
 
 
 
Date: February 23, 2006 By:   /s/ Aaron Finlay
 
Aaron Finlay
  Chief Financial Officer and Company Secretary
 
 

EXHIBIT INDEX
 
 
EXHIBIT 99.1:
Appendix 3Y: Change of Director’s Interest Notice
   
   
 

 
-2-

Appendix 3Y
Change of Director’s Interest Notice

Rule 3.19A.2
 
Appendix 3Y

Change of Director’s Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.
 
Introduced 30/9/2001.
   
Name of entity  pSivida Limited 
ABN  78 009 232 026 
 
We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.
   
Name of Director
Roger Brimblecombe
Date of last notice
6 January 2005

Part 1 - Change of director’s relevant interests in securities
In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Direct or indirect interest
Direct Interest
Nature of indirect interest
(including registered holder)
Note: Provide details of the circumstances giving rise to the relevant interest.
 
 
 
Date of change
22 February 2006
 
No. of securities held prior to change
400,000 unlisted $0.61 options
549,111 unlisted $1.18 options
300,000 unlisted $0.80 options
75,000 unlisted $0.92 options
445,067 ordinary shares
 
Class
Ordinary Fully Paid Shares
 
Number acquired
100,000
 
Number disposed
 
 
Value/Consideration
Note: If consideration is non-cash, provide details and estimated valuation
$70,337.80
No. of securities held after change
 
 
 
 
400,000 unlisted $0.61 options
549,111 unlisted $1.18 options
300,000 unlisted $0.80 options
75,000 unlisted $0.92 options
545,067 ordinary shares
Nature of change
Example: on-market trade, off-market trade, exercise of options, issue
of securities under dividend reinvestment plan, participation in buy-back
On-market acquisition of ordinary shares.
 
 
+ See chapter 19 for defined terms.
Appendix 3Y Page 1

Appendix 3Y
Change of Director’s Interest Notice

Part 2 - Change of director’s interests in contracts
   
Detail of contract
 
 
Nature of interest
 
 
Name of registered holder
(if issued securities)
 
 
Date of change
 
 
No. and class of securities to which interest related prior to change
Note: Details are only required for a contract in relation to
which the interest has changed
 
 
Interest acquired
 
 
Interest disposed
 
 
Value/Consideration
Note: If consideration is non-cash, provide details and
an estimated valuation
 
 
Interest after change
 
 
 
+ See chapter 19 for defined terms.
Appendix 3Y Page 2