Avaya (AVYA) Form 4 Avaya / WILLIAM D WATKINS ownership change

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^*

WATKINS WILLIAM D

(Last) (First) (Middle)

C/O AVAYA HOLDINGS CORP.

4655 GREAT AMERICA PARKWAY

(Street)

SANTA CLARA CA 95054

(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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/04/2020

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock - Restricted Stock Units(1)	03/04/2020		A		18,684(2)	A	$0	52,417(3)	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Each Restricted Stock Unit (each, an "RSU") represents a contingent right to receive, at vesting, one share of common stock, par value $0.01 per share, of Avaya Holdings Corp. ("Common Stock"). These RSUs were granted on March 4, 2020 pursuant to the Avaya Holdings Corp. 2019 Equity Incentive Plan (the "EIP").

2. These RSUs vested in full on the grant date. Distribution of this Common Stock will be deferred until the earliest to occur of: (x) March 4, 2023, (y) the reporting person's separation of service from the registrant and (z) a "change in control" of the registrant, as defined in the EIP.

3. These securities consist of (i) the 18,684 RSUs reported on this form; (ii) 12,847 shares of Common Stock, the distribution of which is deferred until the earliest to occur of (x) December 15, 2020, (y) the reporting person's separation of service from the registrant and (z) a "change in control" of the registrant, as defined in the EIP; (iii) 4,040 shares of Common Stock, the distribution of which is deferred until the earliest to occur of (x) February 12, 2022, (y) the reporting person's separation of service from the registrant and (z) a "change in control" of the registrant, as defined in the EIP; and (iv) 16,846 shares of Common Stock, the distribution of which is deferred until the earliest to occur of (x) May 15, 2022, (y) the reporting person's separation of service from the registrant and (z) a "change in control" of the registrant, as defined in the EIP.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Sara R. Bucholtz, as attorney in fact for William D. Watkins	03/05/2020
	** 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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