SEC FORM 4

SEC Form 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

LANDY JOSEPH

(Last)

(First)

(Middle)

211 MT. AIRY ROAD

(Street)

BASKING RIDGE

07920

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AVAYA INC [ AV ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/01/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.01	08/01/2005		J⁽³⁾		9,999,994	D	⁽⁴⁾	25,296,859⁽¹⁾⁽²⁾	I⁽¹⁾⁽²⁾	Partnership⁽¹⁾⁽²⁾

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The holders of 25,219,655 of the shares listed above are Warburg, Pincus Equity Partners, L.P., and two affiliated limited partnerships (collectively, "WPEP"). Warburg Pincus Partners LLC, a New York limited liability company ("WP Partners"), a subsidiary of Warburg Pincus & Co., a New York general partnership ("WP"), is the sole general partner of WPEP. WPEP is managed by Warburg Pincus LLC, a New York limited liability company ("WP LLC").

2. Joseph P. Landy, a director of the Issuer, is a Managing General Partner of WP and a Managing Member of WP LLC. Securities owned by WPEP, WP Partners, WP and WP LLC are indicated as owned by Mr. Landy because of his affiliation with WP and WP LLC. Mr. Landy may be deemed to have an indirect pecuniary interest (within the meaning of Rule 16a promulgated under the Securities Exchange Act of 1934, as amended) in an indeterminate amount of the securities owned by WPEP, WP Partners, WP and WP LLC. Mr. Landy disclaims beneficial ownership of the securities owned by WPEP, WP Partners, WP and WP LLC, except to the extent of his indirect pecuniary interest therein. In addition, Mr. Landy owns 77,204 shares of Common Stock directly, which includes 19,417 shares of Common Stock that have been placed in an account under the Avaya Inc. Deferred Compensation Plan.

3. On August 1, 2005, WPEP distributed an aggregate of 9,999,994 shares of Common Stock to its partners.

4. Price not applicable.

	Scott A. Arenare, Attorney-in-Fact for Joseph P. Landy pursuant to the Power of Attorney dated May 15, 2004, attached hereto as Exhibit 24	08/03/2005
	** Signature of Reporting Person	Date
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).
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