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| FORM 4 |
| 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
| ( 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, the Issuer 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.
|* 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).|