FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

McFarlane Scott M
2. Issuer Name and Ticker or Trading Symbol

AVALARA, INC. [ AVLR ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
See Remarks
(Last)          (First)          (Middle)

255 SOUTH KING ST., SUITE 1800
3. Date of Earliest Transaction (MM/DD/YYYY)

10/10/2022
(Street)

SEATTLE, WA 98104
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

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

_X _ Form filed by One Reporting Person
___ 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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
Common Stock 10/6/2022  G(1)  V 43000 D$0.00 540644 D  
Common Stock 10/10/2022  M  20000 A$16.60 560644 D  
Common Stock 10/10/2022  S(2)  20000 D$92.54 (3)540644 D  
Common Stock         109375 I By McFarlane Family Investments, LLC (4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (right to buy) $16.60 10/10/2022  M     20000   (5)1/23/2028 Common Stock 20000 $0.00 5000 D  

Explanation of Responses:
(1) The reported disposition represents a bona fide gift made by the Reporting Person.
(2) The sale was effected pursuant to a Rule 10b5-1 trading plan originally adopted by the Reporting Person on December 9, 2021, and amended on March 14, 2022.
(3) The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $92.45 to $92.65, inclusive. Upon request by the Issuer, any security holder thereof, or the staff of the Securities and Exchange Commission, the Reporting Person will provide full information regarding the number of shares sold at each separate price within the range.
(4) The Reporting Person disclaims beneficial ownership of the shares of Common Stock held by McFarlane Family Investments, LLC, of which the Reporting Person is the sole manager and a member, except to the extent of his pecuniary interest therein, if any.
(5) 25% of the total shares subject to the option vested and became exercisable on January 1, 2019, and 1/48th of the total shares subject to the option vested and became exercisable monthly thereafter such that the option was fully vested and exercisable on January 1, 2022.

Remarks:
Chairman and Chief Executive Officer

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
McFarlane Scott M
255 SOUTH KING ST.
SUITE 1800
SEATTLE, WA 98104
X
See Remarks

Signatures
/s/ Miles Treakle, Attorney-in-Fact10/12/2022
**Signature of Reporting PersonDate


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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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