SEC FORM 3 SEC Form 3
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
 
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
Finlay Aaron

(Last) (First) (Middle)
C/O PSIVIDA LIMITED
400 PLEASANT STREET

(Street)
WATERTOWN MA 02472

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
07/13/2007
3. Issuer Name and Ticker or Trading Symbol
pSivida LTD [ PSDV ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Secretary
5. If Amendment, Date of 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
Table I - Non-Derivative Securities Beneficially Owned
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)
Ordinary Shares(1) 4,900 I By The Aylesford Trust
Ordinary Shares(2) 10,100 I By The Martime Superannuation Fund
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
Option to purchase Ordinary Shares(3) 08/05/2005 08/05/2009 Ordinary Shares 700,000 1.025(4) I By The Aylesford Trust
Option to purchase Ordinary Shares(3) 04/22/2006 03/31/2010 Ordinary Shares 200,000 0.695(5) I By The Aylesford Trust
Option to purchase Ordinary Shares(3) 12/30/2006 10/30/2010 Ordinary Shares 200,000 0.799(6) I By The Aylesford Trust
Explanation of Responses:
1. These shares are owned by The Aylesford Trust, of which Mrs. Sophie Finlay, Mr. Finlay's spouse, is the trustee. Mr. Finlay disclaims beneficial ownership in these shares except to the extent of his pecuniary interest.
2. These shares are owned by The Maritime Superannuation Fund, of which Mrs. Sophie Finlay, Mr. Finlay's spouse, is the trustee. Mr. Finlay disclaims beneficial ownership in these shares except to the extent of his pecuniary interest.
3. These options are owned by The Aylesford Trust, of which Mrs. Sophie Finlay, Mr. Finlay's spouse, is the trustee. Mr. Finlay disclaims beneficial ownership in these options except to the extent of his pecuniary interest.
4. The exercise price was converted from A$1.18 using the noon-day rate of exchange of the Federal Reserve Bank of New York on July 13, 2007. The actual exercise price will be the Australian dollar amount regardless of the exchange rate on the date of grant or of exercise.
5. The exercise price was converted from A$0.80 using the noon-day rate of exchange of the Federal Reserve Bank of New York on July 13, 2007. The actual exercise price will be the Australian dollar amount regardless of the exchange rate on the date of grant or of exercise.
6. The exercise price was converted from A$0.92 using the noon-day rate of exchange of the Federal Reserve Bank of New York on July 13, 2007. The actual exercise price will be the Australian dollar amount regardless of the exchange rate on the date of grant or of exercise.
/s/ Aaron Finlay 08/27/2007
** 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.
rrd151045_170427.html

                                POWER OF ATTORNEY

     I hereby constitute and appoint Lori Freedman, signing singly, my true
and lawful attorney-in-fact to:

     (1)  execute for and on my behalf, in my capacity as an officer of pSivida
          Limited (the "Company"), Forms 3, 4 and 5 in accordance with Section
          16(a) of the Securities Exchange Act of 1934 and the rules thereunder;
          and

     (2)  do and perform any and all acts for and on my behalf that may be
          necessary or desirable to complete and execute any such Form 3, 4 or 5
          and timely file such form with the United States Securities and
          Exchange Commission and any stock exchange or similar authority.

     I hereby grant 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 I 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. I acknowledge that the attorneys-in-fact, in serving in such capacity
at my request, are not assuming, nor is the Company assuming, any of my
responsibilities to comply with Section 16 of the Securities Exchange Act of
1934.

     This Power of Attorney shall remain in full force and effect until I am no
longer required to file Forms 3, 4 and 5 with respect to my holdings of and
transactions in Company securities, unless I earlier revoke it in a signed
writing delivered to the attorneys-in-fact.

     IN WITNESS WHEREOF, I have caused this Power of Attorney to be executed as
of this 20th day of August, 2007.


                                        /s/ Aaron Finlay
                                        -------------------------------------
                                        Signature

                                        Aaron Finlay
                                        -------------------------------------
                                        Print Name