Avaya (AVYA) Form 3 Avaya / Vito Carnevale 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^*

Carnevale Vito

(Last) (First) (Middle)

C/O AVAYA HOLDINGS CORP.

2605 MERIDIAN PARKWAY, SUITE 200

(Street)

DURHAM NC 27713

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/09/2022

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, General Counsel

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, par value $0.01 per share	32,466(1)	D
Common Stock - Restricted Stock Units(2)	2,258(3)	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	12/15/2020	10/14/2023	Common Stock	4,058	19.46	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 vested pursuant to certain Restricted Stock Unit (each, an "RSU") awards and shares purchased pursuant to the Avaya Holdings Corp. 2020 Employee Stock Purchase Plan ("ESPP"). This does not include any fractional shares acquired through the ESPP.

2. Each RSU represents a contingent right to receive, at vesting, one share of Common Stock. These RSUs were granted on December 6, 2019 and December 3, 2020 pursuant to the 2019 Avaya Holdings Corp. Equity Incentive Plan.

3. Represents shares of Common Stock that vested pursuant to certain RSU awards on August 15, 2022, which shares have not been distributed due to Avaya's delay in filing its Form 10-Q for the fiscal quarter ended June 30, 2022.

Remarks:

Exibit 24- Power of Attorney

	/s/ Danielle Bagatta, as attorney in fact for Vito Carnevale	11/17/2022
	** 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 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.
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