Warburg Pincus & Co. Form 3 AVALARA / CHARLES R KAYE 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^*

WARBURG PINCUS & CO.

(Last)

(First)

(Middle)

450 LEXINGTON AVENUE

(Street)

NEW YORK

10017

(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)

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	1,281,148	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾
Common Stock	67,419	I	See Footnotes⁽¹⁾⁽²⁾⁽⁴⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series A-1 Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	78,670	⁽⁵⁾	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾
Series A-1 Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	4,140	⁽⁵⁾	I	See Footnotes⁽¹⁾⁽²⁾⁽⁴⁾
Series B Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	45,629	⁽⁵⁾	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾
Series B Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	2,401	⁽⁵⁾	I	See Footnotes⁽¹⁾⁽²⁾⁽⁴⁾
Series D Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	88,011	⁽⁵⁾	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾
Series D Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	4,632	⁽⁵⁾	I	See Footnotes⁽¹⁾⁽²⁾⁽⁴⁾
Series D-1 Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	17,286,391	⁽⁵⁾	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾
Series D-1 Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	909,810	⁽⁵⁾	I	See Footnotes⁽¹⁾⁽²⁾⁽⁴⁾
Series D-2 Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	6,463,011	⁽⁵⁾	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾
Series D-2 Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	340,158	⁽⁵⁾	I	See Footnotes⁽¹⁾⁽²⁾⁽⁴⁾

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^*

KAYE CHARLES R

(Last)

(First)

(Middle)

C/O WARBURG PINCUS LLC

450 LEXINGTON AVENUE

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Landy Joseph P.

(Last)

(First)

(Middle)

C/O WARBURG PINCUS LLC

450 LEXINGTON AVENUE

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Explanation of Responses:

1. 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 hold 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.

2. (Continued from Footnote 1) 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.

3. 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.

4. 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.

5. 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.

Remarks:

Form 2 of 2. Two reports are filed that relate to the same transactions. See Form 1 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	06/14/2018
	*See Exhibit 99.1 for signatures of other Reporting Owners	06/14/2018
	** Signature of Reporting Person	Date
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Warburg Pincus & Co. Form 3AVALARA / CHARLES R KAYE ownership change