Sec Form 4 Filing - CHIRICO JAMES M @ Avaya Holdings Corp. - 2021-02-11

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 CHIRICO JAMES M 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 X __ Officer (give title below) _____ Other (specify below) President & CEO (Last) (First) (Middle) C/O AVAYA HOLDINGS CORP., 2605 MERIDIAN PARKWAY, SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 02/11/2021 (Street) DURHAM, NC27713 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, par value $0.01 per share 02/11/2021 M 304,469 ( 1 ) A $ 19.46 1,130,123 D Common Stock, par value $0.01 per share 02/11/2021 S 268,031 D $ 32.69 ( 2 ) 862,092 D Common Stock, par value $0.01 per share 02/11/2021 S 36,438 D $ 33.6 ( 3 ) 825,654 D Common Stock, par value $0.01 per share 02/15/2021 A 84,547 ( 4 ) A $ 0 910,201 D Common Stock, par value $0.01 per share 02/15/2021 F 37,793 ( 5 ) D $ 31.52 872,408 D Common Stock - Restricted Stock Units 02/15/2021 M 84,547 ( 4 ) D $ 0 352,532 ( 6 ) 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 Stock Options $ 19.46 02/11/2021 M 304,469 ( 7 ) ( 8 ) 12/15/2027 Common Stock, par value $0.01 per share 304,469 $ 0 182,512 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CHIRICO JAMES M C/O AVAYA HOLDINGS CORP. 2605 MERIDIAN PARKWAY, SUITE 200 DURHAM, NC27713 X President & CEO Signatures /s/ Danielle Bagatta, as attorney in fact for James M. Chirico, Jr. 02/16/2021 Signature of Reporting Person Date

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 were acquired pursuant to exercise of a stock option award as reported in Table II of this Form 4. ( 2 )This price represents the approximate weighted average price per share of sales of Common Stock, which were executed at prices ranging from $32.50 to $33.49. The reporting person undertakes to provide, upon request by the Securities and Exchange Commission staff and Avaya Holdings Corp., the full information regarding the number of shares sold at each price. ( 3 )This price represents the approximate weighted average price per share of sales of Common Stock, which were executed at prices ranging from $33.50 to $33.82. The reporting person undertakes to provide, upon request by the Securities and Exchange Commission staff and Avaya Holdings Corp., the full information regarding the number of shares sold at each price. ( 4 )Represents the number of shares of 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 4. ( 5 )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. ( 6 )Consists of 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. ( 7 )Represents shares of Common Stock set forth in Table I received upon exercise of the stock option as set forth in Table I of this Form 4. ( 8 )Granted on December 15, 2017 pursuant to the Avaya Holdings Corp. 2017 Equity Incentive Plan. This award has fully vested and is exercisable until the expiration date set forth in this Table II.

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.