SEC Form 4 · accession 0000899243-18-017222
AVALARA, INC. · AVLR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Benjamin J. Goux
Director
Period of report
Jan 24, 2018
Accepted (ET)
Jun 19, 2018 · 6:37 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001348036
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jun 14, 2018 | M | 10,000 | $4.50 | A | 28,605 | D | |
| Common Stock | Jun 14, 2018 | F | 1,875 | $24.00 | D | 26,730 | D | |
| Common StockF1 | Jun 14, 2018 | M | 10,000 | $9.72 | A | 36,730 | D | |
| Common Stock | Jun 14, 2018 | F | 4,050 | $24.00 | D | 32,680 | D | |
| Common StockF1 | Jun 14, 2018 | M | 10,000 | $9.16 | A | 42,680 | D | |
| Common Stock | Jun 14, 2018 | F | 3,817 | $24.00 | D | 38,863 | D | |
| Common StockF1 | Jun 14, 2018 | M | 10,000 | $12.20 | A | 48,863 | D | |
| Common Stock | Jun 14, 2018 | F | 5,084 | $24.00 | D | 43,779 | D | |
| Common StockF1 | Jun 14, 2018 | M | 10,000 | $12.60 | A | 53,779 | D | |
| Common Stock | Jun 14, 2018 | F | 5,250 | $24.00 | D | 48,529 | D | |
| Common StockF1 | Jun 14, 2018 | M | 10,000 | $13.84 | A | 58,529 | D | |
| Common Stock | Jun 14, 2018 | F | 5,767 | $24.00 | D | 52,762 | D | |
| Common StockF1 | Jun 14, 2018 | M | 7,000 | $16.60 | A | 59,762 | D | |
| Common Stock | Jun 14, 2018 | F | 4,842 | $24.00 | D | 54,920 | D | |
| Common StockF1,F2 | Jun 11, 2018 | X | 3,000 | $16.60 | A | 3,000 | I | By Pioneer Venture Partners, LLC |
| Common StockF3,F2 | Jun 19, 2018 | C | 903,157 | — | A | 906,157 | I | By Pioneer Venture Partners, LLC |
| Common StockF3,F2 | Jun 19, 2018 | C | 227,224 | — | A | 1,133,381 | I | By Pioneer Venture Partners, LLC |
| Common StockF3,F2 | Jun 19, 2018 | C | 144,180 | — | A | 1,277,561 | I | By Pioneer Venture Partners, LLC |
| Common StockF3,F2 | Jun 19, 2018 | C | 113,635 | — | A | 1,391,196 | I | By Pioneer Venture Partners, LLC |
| Common StockF3,F2 | Jun 19, 2018 | C | 123,087 | — | A | 1,514,283 | I | By Pioneer Venture Partners, LLC |
| Common StockF3,F2 | Jun 19, 2018 | C | 60,000 | — | A | 1,574,283 | I | By Pioneer Venture Partners, LLC |
| Common Stock | holding | — | — | — | 1,500 | I | As UTMA Custodian for son | |
| Common Stock | holding | — | — | — | 1,500 | I | As UTMA Custodian for daughter | |
| Common Stock | holding | — | — | — | 1,500 | I | As UTMA Custodian for daughter |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrant (right to buy)F4,F5 | $16.60 | Jan 24, 2018 | A | 10,000 | A | — | — | Common Stock | 10,000 | 10,000 | D |
| Warrant (right to buy)F6,F4,F5 | $16.60 | Jun 11, 2018 | J | 3,000 | D | — | — | Common Stock | 3,000 | 7,000 | D |
| Warrant (right to buy)F6,F2,F4,F5 | $16.60 | Jun 11, 2018 | J | 3,000 | A | — | — | Common Stock | 3,000 | 3,000 | I |
| Warrant (right to buy)F2,F4,F5 | $16.60 | Jun 11, 2018 | X | 3,000 | D | — | — | Common Stock | 3,000 | 0 | I |
| Warrant (right to buy)F4,F5 | $4.50 | Jun 14, 2018 | M | 10,000 | D | — | — | Common Stock | 10,000 | 0 | D |
| Warrant (right to buy)F4,F5 | $9.72 | Jun 14, 2018 | M | 10,000 | D | — | — | Common Stock | 10,000 | 0 | D |
| Warrant (right to buy)F4,F5 | $9.16 | Jun 14, 2018 | M | 10,000 | D | — | — | Common Stock | 10,000 | 0 | D |
| Warrant (right to buy)F4,F5 | $12.20 | Jun 14, 2018 | M | 10,000 | D | — | — | Common Stock | 10,000 | 0 | D |
| Warrant (right to buy)F4,F5 | $12.60 | Jun 14, 2018 | M | 10,000 | D | — | — | Common Stock | 10,000 | 0 | D |
| Warrant (right to buy)F4,F5 | $13.84 | Jun 14, 2018 | M | 10,000 | D | — | — | Common Stock | 10,000 | 0 | D |
| Warrant (right to buy)F4,F5 | $16.60 | Jun 14, 2018 | M | 7,000 | D | — | — | Common Stock | 7,000 | 0 | D |
| Series A Preferred StockF2,F3 | — | Jun 19, 2018 | C | 1,806,319 | D | — | — | Common Stock | 903,157 | 0 | I |
| Series A-1 Preferred StockF2,F3 | — | Jun 19, 2018 | C | 454,449 | D | — | — | Common Stock | 227,224 | 0 | I |
| Series B Preferred StockF2,F3 | — | Jun 19, 2018 | C | 288,360 | D | — | — | Common Stock | 144,180 | 0 | I |
| Series B-1 Preferred StockF2,F3 | — | Jun 19, 2018 | C | 227,272 | D | — | — | Common Stock | 113,635 | 0 | I |
| Series C-1 Preferred StockF2,F3 | — | Jun 19, 2018 | C | 246,175 | D | — | — | Common Stock | 123,087 | 0 | I |
| Series D-2 Preferred StockF2,F3 | — | Jun 19, 2018 | C | 120,000 | D | — | — | Common Stock | 60,000 | 0 | I |
Explanation of responses
- F1The shares issuable upon exercise of the warrant are subject to the terms of a lock-up agreement entered into in connection with the Issuer's initial public offering.
- F2Benjamin Goux is the Chief Financial Officer of and has an economic membership interest in Pioneer Venture Partners, LLC ("Pioneer"), but is not a managing member of Pioneer and does not have voting or dispositive power of the shares held by Pioneer. Mr. Goux disclaims beneficial ownership of these shares except to the extent of his pecuniary interest in the shares, if any.
- F3Shares of preferred stock automatically converted into shares of common stock on a 2-to-1 basis immediately prior to the closing of the Issuer's initial public offering with cash paid in lieu of a fractional share. The preferred stock had no expiration date.
- F4The warrant was fully exercisable upon grant.
- F5Unless sooner exercised, the warrant expires immediately prior to the closing of the Issuer's initial public offering and will be automatically net exercised pursuant to its terms if not exercised prior to that time.
- F6Transfer of warrant by Mr. Goux to Pioneer; no consideration was paid in connection with the transfer.