Statement of Changes in Beneficial Ownership (4)
19 Oktober 2022 - 11:29PM
Edgar (US Regulatory)
FORM 4
[X] Check this box if no longer subject to
Section 16. Form 4 or Form 5 obligations may continue. See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
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OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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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
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1. Name
and Address of Reporting Person * SHARPLES BRIAN |
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
_____ Officer (give title
below) _____ Other
(specify below)
|
(Last)
(First)
(Middle)
255 SOUTH KING ST., SUITE 1800 |
3. Date of Earliest Transaction (MM/DD/YYYY)
10/19/2022
|
(Street)
SEATTLE, WA 98104
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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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 |
10/19/2022 |
|
D(1) |
|
4841 (1) |
D |
$93.50 (1) |
0 |
D |
|
Common Stock |
10/19/2022 |
|
D(1) |
|
355 |
D |
$93.50 (1) |
0 |
I |
Sharples 2012 Irrevocable
Trust |
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
Security |
3. Trans. Date |
3A. Deemed Execution Date, if any |
4. 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 Date |
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 of Derivative Security: Direct
(D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr.
4) |
Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Stock Option (right to buy) |
$66.26 |
10/19/2022 |
|
D (2) |
|
|
666 |
6/10/2020 |
4/1/2030 |
Common Stock |
666 |
$27.24 (2) |
0 |
D |
|
Explanation of
Responses: |
(1) |
Disposed of pursuant to the
Agreement and Plan of Merger (the "Merger Agreement"), dated as of
August 8, 2022, by and among the Issuer, Lava Intermediate, Inc.
and Lava Merger Sub, Inc., pursuant to which the outstanding shares
of the Issuer's Common Stock (other than certain excluded shares)
were converted into the right to receive, without interest, the
cash merger consideration of $93.50 per share. Amount includes
2,254 restricted stock units held by the Reporting Person whose
acquisition was previously reported in Table I that became fully
vested immediately prior to the effective time of the merger and
thereafter were cancelled and converted into the right to receive,
without interest, $93.50 per share. |
(2) |
Pursuant to the Merger
Agreement, immediately prior to the effective time of the merger,
the option was cancelled and converted into the right to receive,
without interest, the cash merger consideration of $93.50 for each
share subject to the option (whether vested or unvested), less the
per share exercise price. Options held by the Reporting Person with
exercise prices greater than $93.50 per share were cancelled
without the payment of any consideration therefor. The disposition
of such options is not reported. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
SHARPLES BRIAN
255 SOUTH KING ST.
SUITE 1800
SEATTLE, WA 98104 |
X |
|
|
|
Signatures
|
/s/ Miles Treakle,
Attorney-in-Fact |
|
10/19/2022 |
**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. |
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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