Sec Form 4 Filing - King Theodore Walker Cheng-De @ Avaya Holdings Corp. - 2022-12-16

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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person King Theodore Walker Cheng-De 2. Issuer Name and Ticker or Trading Symbol Avaya Holdings Corp. [ AVYA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) UNIT 1502, 15TH FLOOR, 99 HENNESSY ROAD 3. Date of Earliest Transaction (MM/DD/YY) 12/16/2022 (Street) WANCHAI, HONG KONG, K3999077 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 12/16/2022 S 2,356,888 D $ 0.1969( 1 ) 10,874,462 D Common Stock 12/16/2022 S 2,406,030 D $ 0.1805( 2 ) 8,468,432 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 2.25% Convertible Senior Notes due 2023 $ 27.76 ( 3 )( 4 ) 06/15/2023 Common Stock 18,012 500,000 D 2.25% Convertible Senior Notes due 2023 $ 27.76 ( 3 )( 4 ) 06/15/2023 Common Stock 22,262 618,000 D 2.25% Convertible Senior Notes due 2023 $ 27.76 ( 3 )( 4 ) 06/15/2023 Common Stock 36,023 1,000,000 D 2.25% Convertible Senior Notes due 2023 $ 27.76 ( 3 )( 4 ) 06/15/2023 Common Stock 36,023 1,000,000 D Put Option (obligation to buy) $ 1.5 ( 5 ) 03/17/2023 Common Stock 5,000,000 50,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other King Theodore Walker Cheng-De UNIT 1502, 15TH FLOOR, 99 HENNESSY ROAD WANCHAI, HONG KONG, K3999077 X Signatures /s/ Theodore Walker Cheng-De King 12/20/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The price reported in Column 4 is a weighted average price. These shares were sold in transactions at prices ranging from $0.1800 to $0.2804. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. ( 2 )The price reported in Column 4 is a weighted average price. These shares were sold in transactions at prices ranging from $0.1700 to $0.1913. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. ( 3 )Holders may convert the Convertible Senior Notes at the holders' option on or after March 15, 2023. In addition, holders may convert the Convertible Senior Notes, at the holders' option, prior to March 15, 2023 only under the following circumstances: (a) during any calendar quarter, if the last reported sale price of the Issuer's common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; ( 4 )(Continued from Footnote 3) (b) during the five business day period after any five consecutive trading day period (the "Measurement Period") in which the trading price per $1,000 principal amount of the Convertible Senior Notes for each trading day of the Measurement Period was less than 98% of the product of the last reported sales price of the Issuer's common stock and the conversion rate on each such trading day; or (c) upon the occurrence of certain specified corporate events. ( 5 )These are put option contracts written by the Reporting Person which provide that the Reporting Person will be required to purchase shares of Common Stock at the stated strike price if the counterparty exercises such option. Exchange-traded options are immediately exercisable and remain exercisable until expiration.

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).

** 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.