SEC Form 4 · accession 0000899243-18-017224

AVALARA, INC. · AVLR

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owners

WARBURG PINCUS & CO.

10% Owner

Joseph P. Landy

10% Owner

Charles R Kaye

10% Owner

Period of report

Jun 19, 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 Stock^F1,F2,F3,F4	Jun 19, 2018	C	39,335	—	A	1,320,483	I	See Footnotes
Common Stock^F1,F2,F3,F5	Jun 19, 2018	C	2,070	—	A	69,489	I	See Footnotes
Common Stock^F1,F2,F3,F4	Jun 19, 2018	C	22,814	—	A	1,343,297	I	See Footnotes
Common Stock^F1,F2,F3,F5	Jun 19, 2018	C	1,200	—	A	70,689	I	See Footnotes
Common Stock^F1,F2,F3,F4	Jun 19, 2018	C	44,005	—	A	1,387,302	I	See Footnotes
Common Stock^F1,F2,F3,F5	Jun 19, 2018	C	2,316	—	A	73,005	I	See Footnotes
Common Stock^F1,F2,F3,F4	Jun 19, 2018	C	8,643,195	—	A	10,030,497	I	See Footnotes
Common Stock^F1,F2,F3,F5	Jun 19, 2018	C	454,904	—	A	527,909	I	See Footnotes
Common Stock^F1,F2,F3,F4	Jun 19, 2018	C	3,231,505	—	A	13,262,002	I	See Footnotes
Common Stock^F1,F2,F3,F5	Jun 19, 2018	C	170,078	—	A	697,987	I	See Footnotes

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Series A-1 Preferred Stock^F2,F3,F4,F1	—	Jun 19, 2018	C	78,670	D	—	—	Common Stock	39,335	I
Series A-1 Preferred Stock^F2,F3,F5,F1	—	Jun 19, 2018	C	4,140	D	—	—	Common Stock	2,070	I
Series B Preferred Stock^F2,F3,F4,F1	—	Jun 19, 2018	C	45,629	D	—	—	Common Stock	22,814	I
Series B Preferred Stock^F2,F3,F5,F1	—	Jun 19, 2018	C	2,401	D	—	—	Common Stock	1,200	I
Series D Preferred Stock^F2,F3,F4,F1	—	Jun 19, 2018	C	88,011	D	—	—	Common Stock	44,005	I
Series D Preferred Stock^F2,F3,F5,F1	—	Jun 19, 2018	C	4,632	D	—	—	Common Stock	2,316	I
Series D-1 Preferred Stock^F2,F3,F4,F1	—	Jun 19, 2018	C	17,286,391	D	—	—	Common Stock	8,643,195	I
Series D-1 Preferred Stock^F2,F3,F5,F1	—	Jun 19, 2018	C	909,810	D	—	—	Common Stock	454,904	I
Series D-2 Preferred Stock^F2,F3,F4,F1	—	Jun 19, 2018	C	6,463,011	D	—	—	Common Stock	3,231,505	I
Series D-2 Preferred Stock^F2,F3,F5,F1	—	Jun 19, 2018	C	340,158	D	—	—	Common Stock	170,078	I

Explanation of responses

F1Shares 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.
F2Warburg Pincus Private Equity XI, L.P. ("WPXI") holds shares through its subsidiary, WPXI Finance, LP ("WPXIF"). Warburg Pincus XI Partners, L.P. ("WPXI Partners") also holds shares and together with WPXI is referred to as the "WPXI Funds." WPXI GP, L.P. ("WPXIF GP") is the managing general partner of WPXIF. WPXI is the general partner of WPXIF GP. Warburg Pincus XI, L.P. ("WP XI GP") is the general partner of each of WPXI and WPXI Partners. WP Global LLC ("WP Global") is the general partner of WP XI GP. Warburg Pincus Partners II, L.P. ("WPP II") is the managing member of WP Global. Warburg Pincus Partners GP LLC ("WPP GP LLC") is the general partner of WPP II. Warburg Pincus & Co. ("WP") is the managing member of WPP GP LLC. Warburg Pincus LLC ("WP LLC") is the manager of the WPXI Funds.
F3(Continued from Footnote 2) Charles R. Kaye and Joseph P. Landy are each Managing General Partners of WP and Managing Members and Co-Chief Executive Officers of WP LLC and may be deemed to control the Warburg Pincus entities. Messrs. Kaye and Landy disclaim beneficial ownership of all shares held by the WPXI Funds entities. Mr. Sadrian, a director of the Issuer, is a Partner of WP and a Member and Managing Director of WP LLC.
F4Shares held by WPXI through its subsidiary WPXIF. Each of WPXIF GP, WPXI Partners, WP XI GP, WP Global, WPP II, WPP GP LLC, WP and WP LLC, and Messrs. Kaye, Landy and Sadrian disclaim beneficial ownership of such securities, except to the extent of its or his pecuniary interest therein, if any.
F5Shares held directly by WPXI Partners. Each of WPXI, WPXIF, WPXIF GP, WP XI GP, WP Global, WPP II, WPP GP LLC, WP, WP LLC, and Messrs. Kaye, Landy and Sadrian disclaim beneficial ownership of such securities, except to the extent of its or his pecuniary interest therein, if any.

Remarks

Form 2 of 2. Two reports are filed that relate to the same transactions. See Form 1 of 2 for additional reporting owners. Exhibit 99.1 list of reporting owners and signature page filed herewith.