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*
THURK MICHAEL
(Last) (First) (Middle)
C/O AVAYA INC.
211 MT. AIRY ROAD
(Street)
BASKING RIDGE NJ 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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Operating Officer
3. Date of Earliest Transaction (Month/Day/Year)
10/25/2007
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)
Code V Amount (A) or (D) Price
Common Stock 10/25/2007 M 142,165 A $12.505 442,156 D
Common Stock 10/25/2007 M 315,657 A $9.24 757,813 D
Common Stock 10/25/2007 M 94,909 A $11.175 852,722 D
Common Stock 10/25/2007 M 115,000 A $15.895 967,722 D
Common Stock 10/25/2007 M 125,000 A $13.25 1,092,722 D
Common Stock 10/25/2007 M 487,502 A $3 1,580,224 D
Common Stock 10/25/2007 M 38,887 A $6.39 1,619,111 D
Common Stock 10/25/2007 M 250,000 A $10.45 1,869,111 D
Common Stock 10/26/2007 D(1) 1,869,111 D $17.5 0 D
Restricted Stock Units 10/26/2007 D(2)(3) 86,524 D (2)(3) 0 D
Common Stock 10/26/2007 D(1) 3,755 D $17.5 0 D(4)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option $12.505 10/25/2007 M 142,165 (5) 11/01/2013 Common Stock 142,165 $12.505 1,426,955 D
Stock Option $9.24 10/25/2007 M 315,657 (5) 07/25/2013 Common Stock 315,657 $9.24 1,111,298 D
Stock Option $11.175 10/25/2007 M 94,909 (5) 10/26/2012 Common Stock 94,909 $11.175 1,016,389 D
Stock Option $15.895 10/25/2007 M 115,000 (5) 11/10/2011 Common Stock 115,000 $15.895 901,389 D
Stock Option $13.25 10/25/2007 M 125,000 (5) 11/16/2010 Common Stock 125,000 $13.25 776,389 D
Stock Option $3 10/25/2007 M 487,502 (5) 11/07/2009 Common Stock 487,502 $3 288,887 D
Stock Option $6.39 10/25/2007 M 38,887 (5) 04/18/2009 Common Stock 38,887 $16.39 250,000 D
Stock Option $10.45 10/25/2007 M 250,000 (5) 01/09/2009 Common Stock 250,000 $10.45 0 D
Explanation of Responses:
1. These securities were disposed of pursuant to a merger agreement (the "Merger Agreement") among Sierra Holdings Corp. ("Sierra Holdings"), Sierra Merger Corp. ("Sierra Merger") and the Issuer. In accordance with the terms of the Merger Agreement, Sierra Merger was merged with and into the Issuer (the "Merger"), the Issuer became a wholly-owned subsidiary of Sierra Holdings and each holder of Issuer common stock prior to the Merger (other than Issuer, Sierra Holdings, Sierra Merger or any eligible officer of the Issuer that chose to convert their common stock into common stock of Sierra Holdings) is receiving $17.50 in cash for each share of Issuer common stock held at the effective time of the Merger.
2. These restricted stock units ("RSUs") were granted to the reporting person pursuant to the Avaya Inc. 2004 Long Term Incentive Plan (the "Plan"). On October 11, 2007, the Compensation Committee (the "Committee") of the Board of Directors of the Issuer determined that these RSUs would vest at the time of the Merger.
3. Pursuant to this action of the Committee, the reporting person could elect, no later than two days prior to the effective time of the Merger, to (i) receive $17.50 in cash per RSU (equivalent to the consideration to be received by the Issuer's stockholders in the Merger), less any applicable withholding taxes, on the later of January 15, 2008 and the third day following the effective date of the Merger, or (ii) receive deferred stock units of Sierra Holdings having a value equivalent to such person's RSUs (based on the consideration per share to be received by the Issuer's stockholders in the Merger). The reporting person elected to receive $17.50 in cash for each of these RSUs.
4. Represents shares previously held in an employee stock purchase plan account.
5. All outstanding options became fully vested on September 28, 2007, the date of stockholder approval of the Merger.
Frank J. Mahr, Attorney-in-Fact 10/29/2007
** 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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