WPXI Finance Form 4 Change in insider ownership

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^*

WARBURG PINCUS & CO.

(Last)

(First)

(Middle)

450 LEXINGTON AVENUE

(Street)

NEW YORK

10017

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/19/2018

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	06/19/2018		C		39,335	A	⁽¹⁾	1,320,483	I	See Footnotes⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	06/19/2018		C		2,070	A	⁽¹⁾	69,489	I	See Footnotes⁽²⁾⁽³⁾⁽⁵⁾
Common Stock	06/19/2018		C		22,814	A	⁽¹⁾	1,343,297	I	See Footnotes⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	06/19/2018		C		1,200	A	⁽¹⁾	70,689	I	See Footnotes⁽²⁾⁽³⁾⁽⁵⁾
Common Stock	06/19/2018		C		44,005	A	⁽¹⁾	1,387,302	I	See Footnotes⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	06/19/2018		C		2,316	A	⁽¹⁾	73,005	I	See Footnotes⁽²⁾⁽³⁾⁽⁵⁾
Common Stock	06/19/2018		C		8,643,195	A	⁽¹⁾	10,030,497	I	See Footnotes⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	06/19/2018		C		454,904	A	⁽¹⁾	527,909	I	See Footnotes⁽²⁾⁽³⁾⁽⁵⁾
Common Stock	06/19/2018		C		3,231,505	A	⁽¹⁾	13,262,002	I	See Footnotes⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	06/19/2018		C		170,078	A	⁽¹⁾	697,987	I	See Footnotes⁽²⁾⁽³⁾⁽⁵⁾

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)
Series A-1 Preferred Stock	⁽¹⁾	06/19/2018		C			78,670	⁽¹⁾	⁽¹⁾	Common Stock	39,335	$0.00	0	I	See Footnotes⁽²⁾⁽³⁾⁽⁴⁾
Series A-1 Preferred Stock	⁽¹⁾	06/19/2018		C			4,140	⁽¹⁾	⁽¹⁾	Common Stock	2,070	$0.00	0	I	See Footnotes⁽²⁾⁽³⁾⁽⁵⁾
Series B Preferred Stock	⁽¹⁾	06/19/2018		C			45,629	⁽¹⁾	⁽¹⁾	Common Stock	22,814	$0.00	0	I	See Footnotes⁽²⁾⁽³⁾⁽⁴⁾
Series B Preferred Stock	⁽¹⁾	06/19/2018		C			2,401	⁽¹⁾	⁽¹⁾	Common Stock	1,200	$0.00	0	I	See Footnotes⁽²⁾⁽³⁾⁽⁵⁾
Series D Preferred Stock	⁽¹⁾	06/19/2018		C			88,011	⁽¹⁾	⁽¹⁾	Common Stock	44,005	$0.00	0	I	See Footnotes⁽²⁾⁽³⁾⁽⁴⁾
Series D Preferred Stock	⁽¹⁾	06/19/2018		C			4,632	⁽¹⁾	⁽¹⁾	Common Stock	2,316	$0.00	0	I	See Footnotes⁽²⁾⁽³⁾⁽⁵⁾
Series D-1 Preferred Stock	⁽¹⁾	06/19/2018		C			17,286,391	⁽¹⁾	⁽¹⁾	Common Stock	8,643,195	$0.00	0	I	See Footnotes⁽²⁾⁽³⁾⁽⁴⁾
Series D-1 Preferred Stock	⁽¹⁾	06/19/2018		C			909,810	⁽¹⁾	⁽¹⁾	Common Stock	454,904	$0.00	0	I	See Footnotes⁽²⁾⁽³⁾⁽⁵⁾
Series D-2 Preferred Stock	⁽¹⁾	06/19/2018		C			6,463,011	⁽¹⁾	⁽¹⁾	Common Stock	3,231,505	$0.00	0	I	See Footnotes⁽²⁾⁽³⁾⁽⁴⁾
Series D-2 Preferred Stock	⁽¹⁾	06/19/2018		C			340,158	⁽¹⁾	⁽¹⁾	Common Stock	170,078	$0.00	0	I	See Footnotes⁽²⁾⁽³⁾⁽⁵⁾

1. Name and Address of Reporting Person^*

WARBURG PINCUS & CO.

(Last)

(First)

(Middle)

450 LEXINGTON AVENUE

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Warburg Pincus Private Equity XI, L.P.

(Last)

(First)

(Middle)

450 LEXINGTON AVENUE

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

WPXI Finance, LP

(Last)

(First)

(Middle)

450 LEXINGTON AVENUE

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Warburg Pincus XI Partners, L.P.

(Last)

(First)

(Middle)

450 LEXINGTON AVENUE

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

WPXI GP, L.P.

(Last)

(First)

(Middle)

450 LEXINGTON AVENUE

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Warburg Pincus XI, L.P.

(Last)

(First)

(Middle)

450 LEXINGTON AVENUE

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

WP Global LLC

(Last)

(First)

(Middle)

450 LEXINGTON AVENUE

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Warburg Pincus Partners II, L.P.

(Last)

(First)

(Middle)

450 LEXINGTON AVENUE

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Warburg Pincus Partners GP LLC

(Last)

(First)

(Middle)

450 LEXINGTON AVENUE

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

WARBURG PINCUS LLC

(Last)

(First)

(Middle)

450 LEXINGTON AVENUE

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Explanation of Responses:

1. 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.

2. Warburg 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.

3. (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.

4. Shares 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.

5. Shares 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 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.

	WARBURG PINCUS & Co. by Robert B. Knauss, Partner, /s/ Robert B. Knauss	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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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WPXI Finance Form 4Change in insider ownership