Sageview Capital Form 3 AVALARA / EDWARD A GILHULY ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

GILHULY EDWARD A

(Last) (First) (Middle)

C/O SAGEVIEW CAPITAL LP

55 RAILROAD AVENUE, FIRST FLOOR

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/14/2018

3. Issuer Name and Ticker or Trading Symbol
AVALARA INC [ AVLR ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	75,000	I	See Footnotes(1)(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock	(3)	(3)	Common Stock	155,555	(3)	I	See Footnotes(1)(4)
Series B-1 Preferred Stock	(3)	(3)	Common Stock	18,181,793	(3)	I	See Footnotes(1)(4)
Series C-1 Preferred Stock	(3)	(3)	Common Stock	4,880,690	(3)	I	See Footnotes(1)(4)
Series D Preferred Stock	(3)	(3)	Common Stock	2,420,511	(3)	I	See Footnotes(1)(4)
Series D-2 Preferred Stock	(3)	(3)	Common Stock	1,870,370	(3)	I	See Footnotes(1)(5)
Series D-2 Preferred Stock	(3)	(3)	Common Stock	3,314,815	(3)	I	See Footnotes(1)(6)

1. Name and Address of Reporting Person^*

GILHULY EDWARD A

(Last) (First) (Middle)

C/O SAGEVIEW CAPITAL LP

55 RAILROAD AVENUE, FIRST FLOOR

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SAGEVIEW CAPITAL LP

(Last) (First) (Middle)

C/O SAGEVIEW CAPITAL LP

55 RAILROAD AVENUE, FIRST FLOOR

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SAGEVIEW CAPITAL MASTER, L.P.

(Last) (First) (Middle)

C/O SAGEVIEW CAPITAL LP

55 RAILROAD AVENUE, FIRST FLOOR

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Sageview Avalara Partners, L.P.

(Last) (First) (Middle)

C/O SAGEVIEW CAPITAL LP

55 RAILROAD AVENUE, FIRST FLOOR

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Sageview Avalara Partners I, L.P.

(Last) (First) (Middle)

C/O SAGEVIEW CAPITAL LP

55 RAILROAD AVENUE, FIRST FLOOR

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Sageview Capital MGP, LLC

(Last) (First) (Middle)

C/O SAGEVIEW CAPITAL LP

55 RAILROAD AVENUE, FIRST FLOOR

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

STUART SCOTT M

(Last) (First) (Middle)

C/O SAGEVIEW CAPITAL LP

55 RAILROAD AVENUE, FIRST FLOOR

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

Explanation of Responses:

1. Sageview 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.

2. Reflects shares 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 are defined in footnote 1 or footnote 4, as applicable.

3. Shares of preferred stock are convertible, at the option of the holder, into shares of common stock on a 2-to-1 basis and will automatically convert into shares of common stock on a 2-to-1 basis immediately prior to the closing of the Issuer's initial public offering. The preferred stock has no expiration date.

4. Reflects 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.

5. Reflects shares held directly by SCA. 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.

6. Reflects 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.

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 24 power of attorney filed herewith. Exhibit 99.1 list of reporting owners and signature page filed herewith.

	/s/ EDWARD A. GILHULY	06/14/2018
	*See Exhibit 99.1 for signatures of other Reporting Owners	06/14/2018
	** Signature of Reporting Person	Date
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