James M Chirico Form 3 Avaya / JAMES M CHIRICO ownership change

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

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1. Name and Address of Reporting Person^*

CHIRICO JAMES M

(Last) (First) (Middle)

C/O AVAYA HOLDINGS CORP.

4655 GREAT AMERICA PARKWAY

(Street)

SANTA CLARA CA 95054

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/16/2018

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

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

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

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)

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
Stock Options	(1)	12/15/2027	Common Stock	486,981	19.46	D
Restricted Stock Units	(2)	(2)	Common Stock	1,460,943	(3)	D

Explanation of Responses:

1. Granted on December 15, 2017 pursuant to the Avaya Holdings Corp. 2017 Equity Incentive Plan (the "EIP"), with 33.33% vesting and becoming exercisable on December 15, 2018 and 8.33% vesting and becoming exercisable on the last day of each quarter thereafter.

2. Granted on December 15, 2017 pursuant to the EIP, with 33.33% vesting on December 15, 2018 and 8.33% vesting on the last day of each quarter thereafter.

3. Each Restricted Stock Unit represents a contingent right to receive, at vesting, one share of common stock of Avaya Holdings Corp.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Adele C. Freedman, as attorney-in-fact for James M. Chirico, Jr.	01/16/2018
	** 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).
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