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* Mazzo David J (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) X Director 10% Owner Officer (give title below) Other (specify below)	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)	20,000	D

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	11/16/2006	09/30/2010	Ordinary Shares	20,000	0.799(2)	D

Explanation of Responses:

1. Mr. Mazzo holds his ordinary shares in the form of American Depositary Share ("ADS"). Each ordinary share is represented by one-tenth of an ADS.

2. The exercise price was converted from A$0.92 using the noon-day rate of exchange of the New York Stock Exchange on July 13, 2007. The actual exercise price will be the Australian dollar amount regardless of the exchange rate on the date of grant of exercise.

	/s/ David Mazzo	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.

                               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/ David Mazzo
                                        ----------------------------------------
                                        Signature

                                        David Mazzo
                                        Print Name