SEC Form 4 filed by King Theodore Walker Cheng-De
$AVYA
Retail: Computer Software & Peripheral Equipment
Technology
| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Avaya Holdings Corp. [ AVYA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/14/2022 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 13,231,350 | D | ||||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| 2.25% Convertible Senior Notes due 2023 | $27.76 | 12/14/2022 | P | 500,000 | (1)(2) | 06/15/2023 | Common Stock | 18,012 | $59,287.75 | 500,000 | D | ||||
| 2.25% Convertible Senior Notes due 2023 | $27.76 | (1)(2) | 06/15/2023 | Common Stock | 22,262 | 618,000 | D | ||||||||
| 2.25% Convertible Senior Notes due 2023 | $27.76 | (1)(2) | 06/15/2023 | Common Stock | 36,023 | 1,000,000 | D | ||||||||
| 2.25% Convertible Senior Notes due 2023 | $27.76 | (1)(2) | 06/15/2023 | Common Stock | 36,023 | 1,000,000 | D | ||||||||
| Put Option (obligation to buy) | $1.5 | (3) | 03/17/2023 | Common Stock | 5,000,000 | 50,000 | D | ||||||||
| Explanation of Responses: |
| 1. 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; (b) during the five business day period after any five consecutive trading day period (the "Measurement Period") |
| 2. (Continued from Footnote 1), 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. |
| 3. 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 | 12/16/2022 | |
| ** 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). | ||
| 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 Number. | ||