SEC Form 4 · accession 0000899243-18-017236

AVALARA, INC. · AVLR

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

Reporting owner

Justin Sadrian

Director · 10% Owner

Period of report

Jan 24, 2018

Accepted (ET)

Jun 19, 2018 · 6:45 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	Jun 11, 2018	M	10,000	$12.20	A	10,000	D
Common Stock^F1	Jun 11, 2018	M	10,000	$12.60	A	20,000	D
Common Stock^F1	Jun 11, 2018	M	10,000	$13.84	A	30,000	D
Common Stock^F1	Jun 11, 2018	M	10,000	$16.60	A	40,000	D
Common Stock^F2,F3,F4	Jun 19, 2018	C	39,335	—	A	1,320,483	I	By WPXI Finance, LP
Common Stock^F2,F3,F4	Jun 19, 2018	C	2,070	—	A	69,489	I	By Warburg Pincus XI Partners, L.P.
Common Stock^F2,F3,F4	Jun 19, 2018	C	22,814	—	A	1,343,297	I	By WPXI Finance, LP
Common Stock^F2,F3,F4	Jun 19, 2018	C	1,200	—	A	70,689	I	By Warburg Pincus XI Partners, L.P.
Common Stock^F2,F3,F4	Jun 19, 2018	C	44,005	—	A	1,387,302	I	By WPXI Finance, LP
Common Stock^F2,F3,F4	Jun 19, 2018	C	2,316	—	A	73,005	I	By Warburg Pincus XI Partners, L.P.
Common Stock^F2,F3,F4	Jun 19, 2018	C	8,643,195	—	A	10,030,497	I	By WPXI Finance, LP
Common Stock^F2,F3,F4	Jun 19, 2018	C	454,904	—	A	527,909	I	By Warburg Pincus XI Partners, L.P.
Common Stock^F2,F3,F4	Jun 19, 2018	C	3,231,505	—	A	13,262,002	I	By WPXI Finance, LP
Common Stock^F2,F3,F4	Jun 19, 2018	C	170,078	—	A	697,987	I	By Warburg Pincus XI Partners, L.P.

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)^F5,F6	$16.60	Jan 24, 2018	A	10,000	A	—	—	Common Stock	10,000	10,000	D
Warrant (right to buy)^F5,F7,F6	$12.20	Jun 11, 2018	M	10,000	D	—	—	Common Stock	10,000	0	D
Warrant (right to buy)^F5,F7,F6	$12.60	Jun 11, 2018	M	10,000	D	—	—	Common Stock	10,000	0	D
Warrant (right to buy)^F5,F7,F6	$13.84	Jun 11, 2018	M	10,000	D	—	—	Common Stock	10,000	0	D
Warrant (right to buy)^F5,F7,F6	$16.60	Jun 11, 2018	M	10,000	D	—	—	Common Stock	10,000	0	D
Series A-1 Preferred Stock^F3,F4,F2	—	Jun 19, 2018	C	78,670	D	—	—	Common Stock	39,335	0	I
Series A-1 Preferred Stock^F3,F4,F2	—	Jun 19, 2018	C	4,140	D	—	—	Common Stock	2,070	0	I
Series B Preferred Stock^F3,F4,F2	—	Jun 19, 2018	C	45,629	D	—	—	Common Stock	22,814	0	I
Series B Preferred Stock^F3,F4,F2	—	Jun 19, 2018	C	2,401	D	—	—	Common Stock	1,200	0	I
Series D Preferred Stock^F3,F4,F2	—	Jun 19, 2018	C	88,011	D	—	—	Common Stock	44,005	0	I
Series D Preferred Stock^F3,F4,F2	—	Jun 19, 2018	C	4,632	D	—	—	Common Stock	2,316	0	I
Series D-1 Preferred Stock^F3,F4,F2	—	Jun 19, 2018	C	17,286,391	D	—	—	Common Stock	8,643,195	0	I
Series D-1 Preferred Stock^F3,F4,F2	—	Jun 19, 2018	C	909,810	D	—	—	Common Stock	454,904	0	I
Series D-2 Preferred Stock^F3,F4,F2	—	Jun 19, 2018	C	6,463,011	D	—	—	Common Stock	3,231,505	0	I
Series D-2 Preferred Stock^F3,F4,F2	—	Jun 19, 2018	C	340,158	D	—	—	Common Stock	170,078	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.
F2Shares 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.
F3Warburg 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.
F4(Continued from Footnote 3) 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. Mr. Sadrian, a director of the Issuer, is a Partner of WP and a Member and Managing Director of WP LLC. All shares indicated as owned by Mr. Sadrian are included because of his affiliation with the above-referenced Warburg Pincus entities. Mr. Sadrian disclaims beneficial ownership of all shares held by the Warburg Pincus entities, except to the extent of his pecuniary interest therein, if any.
F5The warrant was fully exercisable upon grant.
F6Unless 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.
F7On 6/11/2018, this warrant was exercised by tendering a cash payment.