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)
02/11/2022

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, par value $0.01 per share	02/11/2022		M		274,223⁽¹⁾	A	$0	1,189,599	D
Common Stock, par value $0.01 per share	02/11/2022		F		112,432	D	$15.72	1,077,167	D
Common Stock - Restricted Stock Units								412,885⁽²⁾	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)
Performance Restricted Stock Units	⁽³⁾	02/11/2022		M			274,223⁽⁴⁾	⁽⁵⁾	⁽⁵⁾	Common Stock, par value $0.01 per share	274,223	$0	0	D

Explanation of Responses:

1. These shares of common stock, par value $0.01 per share, of Avaya Holdings Corp. ("Common Stock") represent Performance Restricted Stock Units (each, as "PRSU") that have vested as set forth in Table II.

2. These securities consist of Restricted Stock Units ("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. Each PRSU represents a contingent right to receive, at vesting, one share of Common Stock if the related performance goals are achieved.

4. These PRSUs were granted on February 11, 2019 pursuant to the Avaya Holdings Corp. 2017 Equity Incentive Plan.

5. These PRSUs were to be earned if and when the average closing price of one share of Common Stock for 60 consecutive days during the three year period beginning on the grant date equaled or exceeded $23.50, provided that the earned PRSUs would not be settled until the third anniversary of the grant date, subject to satisfaction of the service-based vesting requirements set forth in the award agreement.

Remarks:

	/s/ Danielle Bagatta, as attorney in fact for James M. Chirico, Jr.	02/14/2022
	** 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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