Sec Form 4 Filing - Shah Shefali A @ Avaya Holdings Corp. - 2021-12-03

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 Shah Shefali A 2. Issuer Name and Ticker or Trading Symbol Avaya Holdings Corp. [ AVYA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP and CAO (Last) (First) (Middle) C/O AVAYA HOLDINGS CORP., 2605 MERIDIAN PARKWAY, SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 12/03/2021 (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 - Restricted Stock Units 12/03/2021 M 12,744( 1 ) D $ 0 89,381( 2 ) D Common Stock, par value $0.01 per share 12/03/2021 A 39,011( 1 )( 3 ) A $ 0 139,385 D Common Stock, par value $0.01 per share 12/03/2021 F 6,783( 4 ) D $ 19.21( 4 ) 132,602 D Common Stock, par value $0.01 per share 12/03/2021 F 13,980( 5 ) D $ 18.57( 5 ) 118,622 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Shah Shefali A C/O AVAYA HOLDINGS CORP. 2605 MERIDIAN PARKWAY, SUITE 200 DURHAM, NC27713 EVP and CAO Signatures /s/ Danielle Bagatta, as attorney in fact for Shefali Shah 12/07/2021 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 vested pursuant to various Restricted Stock Unit (each, an "RSU") awards. These RSUs were previously reported on Table I on a Form 4. ( 2 )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. ( 3 )Includes (i) 26,267 shares of Common Stock granted to the reporting person pursuant to such person's election, pursuant to the Avaya Holdings Corp. Stock Bonus Program (the "Stock Bonus Program"), to receive a portion of their Annual Incentive Bonus award for fiscal 2021 as Common Stock and (ii) the 12,744 shares issued upon the vesting of RSUs noted in footnote 1. ( 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. Pursuant to the terms and conditions of the Avaya Holdings Corp. 2019 Equity Incentive Plan, withholding taxes were calculated based on the closing price of Common Stock on December 2, 2021, the date immediately preceding the December 3rd vesting date. ( 5 )Represents the number of shares of Common Stock withheld by Avaya Holdings Corp. to cover tax withholding obligations in connection with the receipt of shares pursuant to the Stock Bonus Program. Pursuant to the terms of the Stock Bonus Program, withholding taxes were calculated based on the closing price of Common Stock on December 3, 2021.

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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