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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Avaya Holdings Corp. [ AVYA ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 02/11/2021 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock, par value $0.01 per share | 02/11/2021 | M | 304,469(1) | A | $19.46 | 1,130,123 | D | |||
| Common Stock, par value $0.01 per share | 02/11/2021 | S | 268,031 | D | $32.69(2) | 862,092 | D | |||
| Common Stock, par value $0.01 per share | 02/11/2021 | S | 36,438 | D | $33.6(3) | 825,654 | D | |||
| Common Stock, par value $0.01 per share | 02/15/2021 | A | 84,547(4) | A | $0 | 910,201 | D | |||
| Common Stock, par value $0.01 per share | 02/15/2021 | F | 37,793(5) | D | $31.52 | 872,408 | D | |||
| Common Stock - Restricted Stock Units | 02/15/2021 | M | 84,547(4) | D | $0 | 352,532(6) | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Options | $19.46 | 02/11/2021 | M | 304,469(7) | (8) | 12/15/2027 | Common Stock, par value $0.01 per share | 304,469 | $0 | 182,512 | D | ||||
| 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 were acquired pursuant to exercise of a stock option award as reported in Table II of this Form 4. |
| 2. This price represents the approximate weighted average price per share of sales of Common Stock, which were executed at prices ranging from $32.50 to $33.49. The reporting person undertakes to provide, upon request by the Securities and Exchange Commission staff and Avaya Holdings Corp., the full information regarding the number of shares sold at each price. |
| 3. This price represents the approximate weighted average price per share of sales of Common Stock, which were executed at prices ranging from $33.50 to $33.82. The reporting person undertakes to provide, upon request by the Securities and Exchange Commission staff and Avaya Holdings Corp., the full information regarding the number of shares sold at each price. |
| 4. Represents the number of shares of Common Stock, which vested pursuant to a Restricted Stock Unit (each, an "RSU") award. The RSUs were previously reported on Table I on a Form 4. |
| 5. 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. |
| 6. 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. |
| 7. Represents shares of Common Stock set forth in Table I received upon exercise of the stock option as set forth in Table I of this Form 4. |
| 8. Granted on December 15, 2017 pursuant to the Avaya Holdings Corp. 2017 Equity Incentive Plan. This award has fully vested and is exercisable until the expiration date set forth in this Table II. |
| Remarks: |
| /s/ Danielle Bagatta, as attorney in fact for James M. Chirico, Jr. | 02/16/2021 | |
| ** 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). | ||
| ** 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. | ||