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^*

King Theodore Walker Cheng-De

(Last)

(First)

(Middle)

UNIT 1502, 15TH FLOOR, 99 HENNESSY ROAD

(Street)

WANCHAI, HONG KONG

999077

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Avaya Holdings Corp. [ AVYA ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/16/2022

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	12/16/2022		S		2,356,888	D	$0.1969⁽¹⁾	10,874,462	D
Common Stock	12/16/2022		S		2,406,030	D	$0.1805⁽²⁾	8,468,432	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 (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)
2.25% Convertible Senior Notes due 2023	$27.76							⁽³⁾⁽⁴⁾	06/15/2023	Common Stock	18,012		500,000	D
2.25% Convertible Senior Notes due 2023	$27.76							⁽³⁾⁽⁴⁾	06/15/2023	Common Stock	22,262		618,000	D
2.25% Convertible Senior Notes due 2023	$27.76							⁽³⁾⁽⁴⁾	06/15/2023	Common Stock	36,023		1,000,000	D
2.25% Convertible Senior Notes due 2023	$27.76							⁽³⁾⁽⁴⁾	06/15/2023	Common Stock	36,023		1,000,000	D
Put Option (obligation to buy)	$1.5							⁽⁵⁾	03/17/2023	Common Stock	5,000,000		50,000	D

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were sold in transactions at prices ranging from $0.1800 to $0.2804. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

2. The price reported in Column 4 is a weighted average price. These shares were sold in transactions at prices ranging from $0.1700 to $0.1913. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

3. Holders may convert the Convertible Senior Notes at the holders' option on or after March 15, 2023. In addition, holders may convert the Convertible Senior Notes, at the holders' option, prior to March 15, 2023 only under the following circumstances: (a) during any calendar quarter, if the last reported sale price of the Issuer's common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day;

4. (Continued from Footnote 3) (b) during the five business day period after any five consecutive trading day period (the "Measurement Period") in which the trading price per $1,000 principal amount of the Convertible Senior Notes for each trading day of the Measurement Period was less than 98% of the product of the last reported sales price of the Issuer's common stock and the conversion rate on each such trading day; or (c) upon the occurrence of certain specified corporate events.

5. These are put option contracts written by the Reporting Person which provide that the Reporting Person will be required to purchase shares of Common Stock at the stated strike price if the counterparty exercises such option. Exchange-traded options are immediately exercisable and remain exercisable until expiration.

Remarks:

	/s/ Theodore Walker Cheng-De King	12/20/2022
	** 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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