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^*

CRAVEN PAMELA

(Last)

(First)

(Middle)

C/O AVAYA INC.

211 MT. AIRY ROAD

(Street)

BASKING RIDGE

07920

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AVAYA INC [ AV ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Administrative Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/25/2007

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	10/25/2007		M		750,000	A	$14.84	934,882	D
Common Stock	10/25/2007		M		125,000	A	$6.39	1,052,882	D
Common Stock	10/25/2007		M		15,000	A	$3	1,074,882	D
Common Stock	10/25/2007		M		100,000	A	$13.25	1,174,882	D
Common Stock	10/25/2007		M		85,000	A	$15.895	1,259,882	D
Common Stock	10/25/2007		M		67,792	A	$11.175	1,327,674	D
Common Stock	10/25/2007		M		63,000	A	$9.3	1,390,674	D
Common Stock	10/26/2007		D⁽¹⁾		1,346,531⁽²⁾	D	$17.5	44,143	D
Common Stock	10/26/2007		D⁽³⁾		44,143	D	⁽³⁾	0	D
Restricted Stock Units	10/26/2007		D⁽⁴⁾⁽⁵⁾		56,091	D	⁽⁴⁾⁽⁵⁾	0	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)
Stock Option	$14.8438	10/25/2007		M			750,000	⁽⁶⁾	10/03/2010	Common Stock	750,000	$14.8438	581,645	D
Stock Option	$6.39	10/25/2007		M			125,000	⁽⁶⁾	04/18/2009	Common Stock	125,000	$6.39	456,645	D
Stock Option	$3	10/25/2007		M			15,000	⁽⁶⁾	11/07/2009	Common Stock	15,000	$3	441,645	D
Stock Option	$13.25	10/25/2007		M			100,000	⁽⁶⁾	11/16/2010	Common Stock	100,000	$13.25	341,645	D
Stock Option	$15.895	10/25/2007		M			85,000	⁽⁶⁾	11/10/2011	Common Stock	85,000	$15.895	256,645	D
Stock Option	$11.175	10/25/2007		M			67,792	⁽⁶⁾	10/26/2012	Common Stock	67,792	$11.175	188,853	D
Stock Option	$9.3	10/25/2007		M			63,000	⁽⁶⁾	08/02/2013	Common Stock	63,000	$9.3	125,853	D
Stock Option	$9.3	10/26/2007		D⁽⁷⁾			37,000	⁽⁶⁾	08/02/2013	Common Stock	37,000	⁽⁷⁾	88,853	D
Stock Option	$12.505	10/26/2007		D⁽⁷⁾			88,853	⁽⁶⁾	11/01/2013	Common Stock	88,853	⁽⁷⁾	0	D

Explanation of Responses:

1. These securities were disposed of pursuant to a merger agreement (the "Merger Agreement") among Sierra Holdings Corp. ("Sierra Holdings"), Sierra Merger Corp. ("Sierra Merger") and the Issuer. In accordance with the terms of the Merger Agreement, Sierra Merger was merged with and into the Issuer (the "Merger"), the Issuer became a wholly-owned subsidiary of Sierra Holdings and each holder of Issuer common stock prior to the Merger (other than Issuer, Sierra Holdings, Sierra Merger or any eligible officer of the Issuer that chose to convert their common stock into common stock of Sierra Holdings) is receiving $17.50 in cash for each share of Issuer common stock held at the effective time of the Merger.

2. Includes 83,246 shares of common stock that were held in an account under the Avaya Inc. Deferred Compensation Plan.

3. At the election of the reporting person, these shares were converted into the right to receive equity in Sierra Holdings with a value equivalent to the consideration the reporting person would have received in the Merger had such person elected to receive cash for these shares of Issuer common stock.

4. These restricted stock units ("RSUs") were granted to the reporting person pursuant to the Avaya Inc. 2004 Long Term Incentive Plan (the "Plan"). On October 11, 2007, the Compensation Committee (the "Committee") of the Board of Directors of the Issuer determined that these RSUs would vest at the time of the Merger.

5. Pursuant to this action of the Committee, the reporting person could elect, no later than two days prior to the effective time of the Merger, to (i) receive $17.50 in cash per RSU (equivalent to the consideration to be received by the Issuer's stockholders in the Merger), less any applicable withholding taxes, on the later of January 15, 2008 and the third day following the effective date of the Merger, or (ii) receive deferred stock units of Sierra Holdings having a value equivalent to such person's RSUs (based on the consideration per share to be received by the Issuer's stockholders in the Merger). The reporting person elected to convert these RSUs into deferred stock units of Sierra Holdings.

6. All outstanding options became fully vested on September 28, 2007, the date of stockholder approval of the Merger.

7. At the election of the reporting person, these options ("Issuer Options") were converted into options to purchase common stock of Sierra Holdings, with such options having a value equivalent to the excess of $17.50 (equivalent to the consideration to be received by the Issuer's stockholders in the Merger) over the exercise price per share of the Issuer Options.

	Frank J. Mahr, Attorney-in-Fact	10/29/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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