Sageview Capital Form 4 AVALARA / EDWARD A GILHULY ownership change

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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

06830

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/24/2018

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/07/2018		X		10,000⁽¹⁾	A	$4.5	25,000	I	See Footnotes⁽²⁾⁽³⁾
Common Stock	06/07/2018		X		10,000⁽¹⁾	A	$9.72	35,000	I	See Footnotes⁽²⁾⁽³⁾
Common Stock	06/07/2018		X		10,000⁽¹⁾	A	$12.2	45,000	I	See Footnotes⁽²⁾⁽³⁾
Common Stock	06/07/2018		X		10,000⁽¹⁾	A	$12.6	55,000	I	See Footnotes⁽²⁾⁽³⁾
Common Stock	06/07/2018		X		10,000⁽¹⁾	A	$13.84	65,000	I	See Footnotes⁽²⁾⁽³⁾
Common Stock	06/07/2018		X		10,000⁽¹⁾	A	$16.6	75,000	I	See Footnotes⁽²⁾⁽³⁾
Common Stock	06/19/2018		C		77,777	A	⁽⁴⁾	77,777	I	See Footnotes⁽²⁾⁽⁵⁾
Common Stock	06/19/2018		C		9,090,896	A	⁽⁴⁾	9,168,673	I	See Footnotes⁽²⁾⁽⁵⁾
Common Stock	06/19/2018		C		2,440,345	A	⁽⁴⁾	11,609,018	I	See Footnotes⁽²⁾⁽⁵⁾
Common Stock	06/19/2018		C		1,210,255	A	⁽⁴⁾	12,819,273	I	See Footnotes⁽²⁾⁽⁵⁾
Common Stock	06/19/2018		C		935,185	A	⁽⁴⁾	935,185	I	See Footnotes⁽²⁾⁽⁶⁾
Common Stock	06/19/2018		C		1,657,407	A	⁽⁴⁾	1,657,407	I	See Footnotes⁽²⁾⁽⁷⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrant (right to buy)	$16.6	01/24/2018		A		10,000		⁽⁸⁾	⁽⁹⁾	Common Stock	10,000	$0.00	10,000	D
Warrant (right to buy)	$16.6	02/08/2018		J⁽¹⁰⁾			10,000	⁽⁸⁾	⁽⁹⁾	Common Stock	10,000	$0.00	0	D⁽¹⁰⁾
Warrant (right to buy)	$16.6	02/08/2018		J⁽¹⁰⁾		10,000		⁽⁸⁾	⁽⁹⁾	Common Stock	10,000	$0.00	10,000	I⁽¹⁰⁾	See Footnotes⁽²⁾⁽³⁾
Warrant (right to buy)	$4.5	06/07/2018		X			10,000	⁽⁸⁾	⁽⁹⁾	Common Stock	10,000	$0.00	0	I	See Footnotes⁽²⁾⁽³⁾
Warrant (right to buy)	$9.72	06/07/2018		X			10,000	⁽⁸⁾	⁽⁹⁾	Common Stock	10,000	$0.00	0	I	See Footnotes⁽²⁾⁽³⁾
Warrant (right to buy)	$12.2	06/07/2018		X			10,000	⁽⁸⁾	⁽⁹⁾	Common Stock	10,000	$0.00	0	I	See Footnotes⁽²⁾⁽³⁾
Warrant (right to buy)	$12.6	06/07/2018		X			10,000	⁽⁸⁾	⁽⁹⁾	Common Stock	10,000	$0.00	0	I	See Footnotes⁽²⁾⁽³⁾
Warrant (right to buy)	$13.84	06/07/2018		X			10,000	⁽⁸⁾	⁽⁹⁾	Common Stock	10,000	$0.00	0	I	See Footnotes⁽²⁾⁽³⁾
Warrant (right to buy)	$16.6	06/07/2018		X			10,000	⁽⁸⁾	⁽⁹⁾	Common Stock	10,000	$0.00	0	I	See Footnotes⁽²⁾⁽³⁾
Series A Preferred Stock	⁽⁴⁾	06/19/2018		C			155,555	⁽⁴⁾	⁽⁴⁾	Common Stock	77,777	$0.00	0	I	See Footnotes⁽²⁾⁽⁵⁾
Series B-1 Preferred Stock	⁽⁴⁾	06/19/2018		C			18,181,793	⁽⁴⁾	⁽⁴⁾	Common Stock	9,090,896	$0.00	0	I	See Footnotes⁽²⁾⁽⁵⁾
Series C-1 Preferred Stock	⁽⁴⁾	06/19/2018		C			4,880,690	⁽⁴⁾	⁽⁴⁾	Common Stock	2,440,345	$0.00	0	I	See Footnotes⁽²⁾⁽⁵⁾
Series D Preferred Stock	⁽⁴⁾	06/19/2018		C			2,420,511	⁽⁴⁾	⁽⁴⁾	Common Stock	1,210,255	$0.00	0	I	See Footnotes⁽²⁾⁽⁵⁾
Series D-2 Preferred Stock	⁽⁴⁾	06/19/2018		C			1,870,370	⁽⁴⁾	⁽⁴⁾	Common Stock	935,185	$0.00	0	I	See Footnotes⁽²⁾⁽⁶⁾
Series D-2 Preferred Stock	⁽⁴⁾	06/19/2018		C			3,314,815	⁽⁴⁾	⁽⁴⁾	Common Stock	1,657,407	$0.00	0	I	See Footnotes⁽²⁾⁽⁷⁾

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

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

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

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

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

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

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

06830

(City)

(State)

(Zip)

Explanation of Responses:

1. The 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.

2. 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.

3. Reflects 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.

4. Shares 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.

5. 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.

6. Reflects 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.

7. 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.

8. The warrant was fully exercisable upon grant.

9. Unless 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.

10. Pursuant 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.

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.

	/s/ Alesia L. Pinney, Attorney-in-Fact	06/19/2018
	See Exhibit 99.1 for signatures of other Reporting Owners	06/19/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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Sageview Capital Form 4AVALARA / EDWARD A GILHULY ownership change