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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

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/YYYY)

2/15/2022
(Street)

DURHAM, NC 27713
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 2/15/2022  M  36413 (1)D$0 376472 (2)D  
Common Stock, par value $0.01 per share 2/15/2022  A  36413 (1)A$0 1113580 D  
Common Stock, par value $0.01 per share 2/15/2022  F  16183 (3)D$14.22 1097397 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

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) 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
CHIRICO JAMES M
C/O AVAYA HOLDINGS CORP.
2605 MERIDIAN PARKWAY, SUITE 200
DURHAM, NC 27713
X
President & CEO

Signatures
/s/ Danielle Bagatta, as attorney in fact for James M. Chirico, Jr.2/16/2022
**Signature of Reporting PersonDate


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 control number.
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