Avaya (AVYA) Form 3 Avaya / DINO DIPALMA 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

OMB APPROVAL

OMB Number:	3235-0104
Estimated average burden
hours per response:	0.5

1. Name and Address of Reporting Person^*

DIPALMA DINO

(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)
08/23/2018

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP Americas Sales &Glb Accts

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)
Common Stock - Restricted Stock Units(1)	86,441(2)	D

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	(3)	08/22/2028	Common Stock, par value $0.01 per share	21,000	22.28	D

Explanation of Responses:

1. Each Restricted Stock Unit (each, an "RSU") represents a contingent right to receive, at vesting, one share of common stock of Avaya Holdings Corp. These RSUs were granted on August 22, 2018 pursuant to the Avaya Holdings Corp. 2017 Equity Incentive Plan (the "EIP").

2. 33.34% of these RSUs will vest on August 15, 2019 and 8.33% will vest each Feb. 15, May 15, Aug. 15 and Nov. 15 thereafter.

3. Granted on August 22, 2018 pursuant to the EIP, with 33.34% vesting and becoming exercisable on August 15, 2019 and 8.33% vesting and becoming exercisable on each Feb. 15, May 15, Aug. 15 and Nov. 15 thereafter.

Remarks:

Remarks: Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Sara R. Bucholtz, as attorney in fact for Dino Di Palma	08/29/2018
	** 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).
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.