SEC Form 4 · accession 0000899243-18-017226
AVALARA, INC. · AVLR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Scott M Stuart
10% Owner
Edward A Gilhuly
Director · 10% Owner
Sageview Capital MGP, LLC
10% Owner
SAGEVIEW CAPITAL MASTER, L.P.
10% Owner
SAGEVIEW CAPITAL LP
10% Owner
Sageview Avalara Partners, L.P.
10% Owner
Sageview Avalara Partners I, L.P.
10% Owner
Period of report
Jan 24, 2018
Accepted (ET)
Jun 19, 2018 · 6:40 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,F2,F3 | Jun 7, 2018 | X | 10,000 | $4.50 | A | 25,000 | I | See Footnotes |
| Common StockF1,F2,F3 | Jun 7, 2018 | X | 10,000 | $9.72 | A | 35,000 | I | See Footnotes |
| Common StockF1,F2,F3 | Jun 7, 2018 | X | 10,000 | $12.20 | A | 45,000 | I | See Footnotes |
| Common StockF1,F2,F3 | Jun 7, 2018 | X | 10,000 | $12.60 | A | 55,000 | I | See Footnotes |
| Common StockF1,F2,F3 | Jun 7, 2018 | X | 10,000 | $13.84 | A | 65,000 | I | See Footnotes |
| Common StockF1,F2,F3 | Jun 7, 2018 | X | 10,000 | $16.60 | A | 75,000 | I | See Footnotes |
| Common StockF4,F2,F5 | Jun 19, 2018 | C | 77,777 | — | A | 77,777 | I | See Footnotes |
| Common StockF4,F2,F5 | Jun 19, 2018 | C | 9,090,896 | — | A | 9,168,673 | I | See Footnotes |
| Common StockF4,F2,F5 | Jun 19, 2018 | C | 2,440,345 | — | A | 11,609,018 | I | See Footnotes |
| Common StockF4,F2,F5 | Jun 19, 2018 | C | 1,210,255 | — | A | 12,819,273 | I | See Footnotes |
| Common StockF4,F2,F6 | Jun 19, 2018 | C | 935,185 | — | A | 935,185 | I | See Footnotes |
| Common StockF4,F2,F7 | Jun 19, 2018 | C | 1,657,407 | — | A | 1,657,407 | I | See Footnotes |
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)F8,F9 | $16.60 | Jan 24, 2018 | A | 10,000 | A | — | — | Common Stock | 10,000 | 10,000 | D |
| Warrant (right to buy)F10,F8,F9 | $16.60 | Feb 8, 2018 | J | 10,000 | D | — | — | Common Stock | 10,000 | 0 | D |
| Warrant (right to buy)F10,F2,F3,F8,F9 | $16.60 | Feb 8, 2018 | J | 10,000 | A | — | — | Common Stock | 10,000 | 10,000 | I |
| Warrant (right to buy)F2,F3,F8,F9 | $4.50 | Jun 7, 2018 | X | 10,000 | D | — | — | Common Stock | 10,000 | 0 | I |
| Warrant (right to buy)F2,F3,F8,F9 | $9.72 | Jun 7, 2018 | X | 10,000 | D | — | — | Common Stock | 10,000 | 0 | I |
| Warrant (right to buy)F2,F3,F8,F9 | $12.20 | Jun 7, 2018 | X | 10,000 | D | — | — | Common Stock | 10,000 | 0 | I |
| Warrant (right to buy)F2,F3,F8,F9 | $12.60 | Jun 7, 2018 | X | 10,000 | D | — | — | Common Stock | 10,000 | 0 | I |
| Warrant (right to buy)F2,F3,F8,F9 | $13.84 | Jun 7, 2018 | X | 10,000 | D | — | — | Common Stock | 10,000 | 0 | I |
| Warrant (right to buy)F2,F3,F8,F9 | $16.60 | Jun 7, 2018 | X | 10,000 | D | — | — | Common Stock | 10,000 | 0 | I |
| Series A Preferred StockF2,F5,F4 | — | Jun 19, 2018 | C | 155,555 | D | — | — | Common Stock | 77,777 | 0 | I |
| Series B-1 Preferred StockF2,F5,F4 | — | Jun 19, 2018 | C | 18,181,793 | D | — | — | Common Stock | 9,090,896 | 0 | I |
| Series C-1 Preferred StockF2,F5,F4 | — | Jun 19, 2018 | C | 4,880,690 | D | — | — | Common Stock | 2,440,345 | 0 | I |
| Series D Preferred StockF2,F5,F4 | — | Jun 19, 2018 | C | 2,420,511 | D | — | — | Common Stock | 1,210,255 | 0 | I |
| Series D-2 Preferred StockF2,F6,F4 | — | Jun 19, 2018 | C | 1,870,370 | D | — | — | Common Stock | 935,185 | 0 | I |
| Series D-2 Preferred StockF2,F7,F4 | — | Jun 19, 2018 | C | 3,314,815 | D | — | — | Common Stock | 1,657,407 | 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.
- F10Pursuant to Mr. Gilhuly's arrangement with SC and related entities, warrants issued to Mr. Gilhuly were transferred to SC. No consideration was paid in connection with the transfer.
- F2Sageview Capital LP ("SC") is investment adviser to Sageview Capital Master, L.P. ("SCM"). Edward A. Gilhuly and Scott M. Stuart are co-presidents of Sageview Capital MGP, LLC ("Sageview MGP"), which ultimately controls the general partner of SCM, Sageview Avalara Partners I, L.P. ("SCAI"), and Sageview Avalara Partners, L.P. ("SCA"), and in such capacity they may be deemed to have shared voting and dispositive power over the shares held by SCM, SCAI, and SCA. Messrs. Gilhuly and Stuart are managing and control persons of SC, and in such capacity they may be deemed to have shared voting and dispositive power over the common stock held by SC.
- F3Reflects shares or warrants, as applicable, held directly by SC. Each of SCM, SCAI, SCA, Sageview A, Sageview B, Sageview C, Sageview Ltd, Sageview GenPar, Sageview MGP, and Messrs. Gilhuly and Stuart disclaim beneficial ownership of such securities, except to the extent of its or his pecuniary interest therein, if any. Entities referenced in this footnote are defined in footnote 2 or footnote 5, as applicable.
- F4Shares 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.
- F5Reflects shares held directly by SCM. Sageview Capital Partners (A), L.P. ("Sageview A"), Sageview Capital Partners (B), L.P. ("Sageview B") and Sageview Partners (C) (Master), L.P. ("Sageview C") are the shareholders of SCM. Sageview Capital GenPar, Ltd. ("Sageview Ltd") is the sole general partner of each of SCM, Sageview A, Sageview B and Sageview C. Sageview Capital GenPar, L.P. ("Sageview GenPar") is the sole shareholder of Sageview Ltd. Sageview MGP is the sole general partner of Sageview GenPar. Edward Gilhuly and Scott Stuart are managing members and controlling persons of Sageview Capital MGP, LLC. Each of SC, SCAI, SCA, Sageview A, Sageview B, Sageview C, Sageview Ltd, Sageview GenPar, Sageview MGP, and Messrs. Gilhuly and Stuart disclaim beneficial ownership of such securities, except to the extent of its or his pecuniary interest therein, if any.
- F6Reflects shares held directly by SCA. Each of SC, SCM, SCAI, Sageview A, Sageview B, Sageview C, Sageview Ltd, Sageview GenPar, Sageview MGP, and Messrs. Gilhuly and Stuart disclaim beneficial ownership of such securities, except to the extent of its or his pecuniary interest therein, if any.
- F7Reflects shares held directly by SCAI. Each of SC, SCM, SCA, Sageview A, Sageview B, Sageview C, Sageview Ltd, Sageview GenPar, Sageview MGP, and Messrs. Gilhuly and Stuart disclaim beneficial ownership of such securities, except to the extent of its or his pecuniary interest therein, if any.
- F8The warrant was fully exercisable upon grant.
- F9Unless 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.
Remarks
Form 1 of 2. Two reports are filed that relate to the same transactions. See Form 2 of 2 for additional reporting owners. Exhibit 99.1 list of reporting owners and signature page filed herewith.