Sec Form 4 Filing - SUTULA STANLEY J III @ Avaya Holdings Corp. - 2018-01-23

Insider filing report for Changes in Beneficial Ownership
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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
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1. Name and Address of Reporting Person
SUTULA STANLEY J III
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)
(Last) (First) (Middle)
C/O AVAYA HOLDINGS CORP., 4655 GREAT AMERICA PARKWAY
3. Date of Earliest Transaction (MM/DD/YY)
01/23/2018
(Street)
SANTA CLARA, CA95054
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
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
Restricted Stock Units ( 1 ) 01/23/2018 A 12,847 ( 2 ) ( 2 ) Common Stock 12,847 $ 0 12,847 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SUTULA STANLEY J III
C/O AVAYA HOLDINGS CORP.
4655 GREAT AMERICA PARKWAY
SANTA CLARA, CA95054
X
Signatures
/s/ Adele C. Freedman, as attorney in fact for Stanley J. Sutula, III 01/24/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each Restricted Stock Unit represents a contingent right to receive, at vesting, one share of common stock of Avaya Holdings Corp.
( 2 )Granted on January 23, 2018, pursuant to the Avaya Holdings Corp. 2017 Equity Incentive Plan (the "EIP"), with 25% vesting on each of March 15, 2018, June 15, 2018, September 15, 2018 and December 15, 2018; provided, that none of the vested shares of common stock will be delivered until the earlier of (x) December 15, 2020, (y) the recipient's separation of service from the registrant and (z) a "change in control" of the registrant, as defined in the EIP.

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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