Statement of Changes in Beneficial Ownership (4)
May 18 2021 - 4:35PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
*
Speed Kevin |
2. Issuer Name and Ticker or Trading Symbol
Avaya Holdings Corp.
[
AVYA
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) VP, Controller & CAO |
(Last)
(First)
(Middle)
C/O AVAYA HOLDINGS CORP., 2605 MERIDIAN PARKWAY, SUITE 200 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/15/2021 |
(Street)
DURHAM, NC 27713
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock - Restricted Stock Units | 5/15/2021 | | M | | 1342 (1) | D | $0 | 17221 (2) | D | |
Common Stock, par value $0.01 per share | 5/15/2021 | | M | | 1342 (1) | A | $0 | 11827 | D | |
Common Stock, par value $0.01 per share | 5/15/2021 | | M | | 1408 (3) | A | $0 | 13235 | D | |
Common Stock, par value $0.01 per share | 5/15/2021 | | F | | 990 (4) | D | $26.40 | 12245 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
Restricted Stock Units (5) | $0.0 | 5/15/2021 | | M | | | 1408 (6) | (7) | (7) | Common Stock | 1408.0 | $0 | 9862 (7) | 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 a Restricted Stock Unit (each, an "RSU") award. The RSUs were previously reported on Table I on a Form 3. |
(2) | These securities consist of RSUs previously reported on a Form 3 or 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. |
(3) | These shares of Common Stock represent RSUs that have vested as set forth in Table II. The terms of these RSUs permit Avaya Holdings Corp. to settle the RSUs, upon vesting, with cash or, under certain circumstances, Common Stock as more fully described in footnote 5. Avaya Holdings Corp. determined to settle these RSUs with Common Stock. |
(4) | 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. |
(5) | Each of these RSUs represents a contingent right to receive, at vesting, an amount in cash equal to (x) the number of vested RSUs multiplied by (y) the closing price of one share of Common Stock on the trading day immediately preceding the settlement date; provided, that to the extent there are shares of Common Stock available under the Avaya Holdings Corp. 2019 Equity Incentive Plan when the applicable portion of RSUs are settled and an effective registration statement is on file with the Securities and Exchange Commission for such shares, Avaya Holdings Corp. may deliver one share of Common Stock for each vested RSU. |
(6) | Represents RSUs that have vested as the Common Stock set forth in Table I. |
(7) | Represents RSUs granted on December 6, 2019 pursuant to the Avaya Holdings Corp. 2019 Equity Incentive Plan, with 33.34% vesting on February 15, 2021 and 8.33% vesting each May 15, August 15, November 15 and February 15 thereafter. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Speed Kevin C/O AVAYA HOLDINGS CORP. 2605 MERIDIAN PARKWAY, SUITE 200 DURHAM, NC 27713 |
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| VP, Controller & CAO |
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Signatures
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/s/ Danielle Bagatta, as attorney in fact for Kevin Speed | | 5/18/2021 |
**Signature of Reporting Person | Date |
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