SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

CHIRICO JAMES M

(Last)

(First)

(Middle)

C/O AVAYA HOLDINGS CORP.

2605 MERIDIAN PARKWAY, SUITE 200

(Street)

DURHAM

27713

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Avaya Holdings Corp. [ AVYA ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
12/03/2021

4. 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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock - Restricted Stock Units	12/03/2021		M		61,174⁽¹⁾	D	$0	412,885⁽²⁾	D
Common Stock, par value $0.01 per share	12/03/2021		A		156,941⁽¹⁾⁽³⁾	A	$0	1,015,529	D
Common Stock, par value $0.01 per share	12/03/2021		F		27,345⁽⁴⁾	D	$19.21⁽⁴⁾	988,184	D
Common Stock, par value $0.01 per share	12/03/2021		F		42,808⁽⁵⁾	D	$18.57⁽⁵⁾	945,376	D

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents the number of shares of common stock, par value $0.01 per share, of Avaya Holdings Corp. ("Common Stock"), which vested pursuant to various Restricted Stock Unit (each, an "RSU") awards.These RSUs were previously reported on Table I on a Form 4.

2. Consists of RSUs previously reported on a Form 4 in Table I that have not, as of yet, vested in accordance with their terms. Each RSU represents a contingent right to receive, at vesting, one share of Common Stock.

3. Includes (i) 95,767 shares of Common Stock granted to the reporting person pursuant to such person's election, pursuant to the Avaya Holdings Corp. Stock Bonus Program (the "Stock Bonus Program"), to receive a portion of their Annual Incentive Bonus award for fiscal 2021 as Common Stock and (ii) the 61,174 shares issued upon the vesting of RSUs noted in footnote 1.

4. Represents the number of shares of Common Stock withheld by Avaya Holdings Corp. to cover tax withholding obligations in connection with the vesting of RSUs. Pursuant to the terms and conditions of the Avaya Holdings Corp. 2019 Equity Incentive Plan, withholding taxes were calculated based on the closing price of Common Stock on December 2, 2021, the date immediately preceding the December 3rd vesting date.

5. Represents the number of shares of Common Stock withheld by Avaya Holdings Corp. to cover tax withholding obligations in connection with the receipt of shares pursuant to the Stock Bonus Program. Pursuant to the terms of the Stock Bonus Program, withholding taxes were calculated based on the closing price of Common Stock on December 3, 2021.

Remarks:

	/s/ Danielle Bagatta, as attorney in fact for James M. Chirico, Jr.	12/07/2021
	** 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 4 (b)(v).
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