Statement of Changes in Beneficial Ownership (4)
February 14 2022 - 4:15PM
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
*
CHIRICO JAMES M |
2. Issuer Name and Ticker or Trading Symbol
Avaya Holdings Corp.
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AVYA
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President & CEO |
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(Last)
(First)
(Middle)
C/O AVAYA HOLDINGS CORP., 2605 MERIDIAN PARKWAY, SUITE 200 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/11/2022 |
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(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, par value $0.01 per share | 2/11/2022 | | M | | 274223 (1) | A | $0 | 1189599 | D | |
| Common Stock, par value $0.01 per share | 2/11/2022 | | F | | 112432 | D | $15.72 | 1077167 | D | |
| Common Stock - Restricted Stock Units | | | | | | | | 412885 (2) | 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 |
| Performance Restricted Stock Units | (3) | 2/11/2022 | | M | | | 274223 (4) | (5) | (5) | Common Stock, par value $0.01 per share | 274223.0 | $0 | 0 | D | |
| Explanation of Responses: |
| (1) | These shares of common stock, par value $0.01 per share, of Avaya Holdings Corp. ("Common Stock") represent Performance Restricted Stock Units (each, as "PRSU") that have vested as set forth in Table II. |
| (2) | These securities consist of Restricted Stock Units ("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. |
| (3) | Each PRSU represents a contingent right to receive, at vesting, one share of Common Stock if the related performance goals are achieved. |
| (4) | These PRSUs were granted on February 11, 2019 pursuant to the Avaya Holdings Corp. 2017 Equity Incentive Plan. |
| (5) | These PRSUs were to be earned if and when the average closing price of one share of Common Stock for 60 consecutive days during the three year period beginning on the grant date equaled or exceeded $23.50, provided that the earned PRSUs would not be settled until the third anniversary of the grant date, subject to satisfaction of the service-based vesting requirements set forth in the award agreement. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
CHIRICO JAMES M
C/O AVAYA HOLDINGS CORP.
2605 MERIDIAN PARKWAY, SUITE 200
DURHAM, NC 27713 | X |
| President & CEO |
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Signatures
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| /s/ Danielle Bagatta, as attorney in fact for James M. Chirico, Jr. | | 2/14/2022 |
| **Signature of Reporting Person | Date |
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