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).         
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)
10/19/2022
(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  10/19/2022    D(1)    540644 (1) D $93.50 (1) 0  D   
Common Stock  10/19/2022    D(1)    109375  D $93.50 (1) 0  I  By McFarlane Family Investments, LLC (2)

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)  $16.60  10/19/2022    D (3)       5000    (4) 1/23/2028  Common Stock  5000  $76.90 (3) 0  D   
Stock Option (right to buy)  $39.76  10/19/2022    D (3)       231703    (5) 1/28/2029  Common Stock  231703  $53.74 (3) 0  D   
Stock Option (right to buy)  $67.27  10/19/2022    D (3)       84490    (6) 3/12/2030  Common Stock  84490  $26.23 (3) 0  D   
Stock Option (right to buy)  $39.76  10/19/2022    D (3)       150000    (5) 1/28/2029  Common Stock  150000  $53.74 (3) 0  I  By McFarlane Family Investments, LLC (7)
Performance Share Units   (8) 10/19/2022    A (9)    74476       (10) 1/5/2024  Common Stock  74476  $93.50 (10) 74476  D   
Performance Share Units   (8) 10/19/2022    D (10)       74476    (10) 1/5/2024  Common Stock  74476  $93.50 (10) 0  D   
Performance Share Units   (8) 10/19/2022    A (11)    89817       (10) 1/5/2025  Common Stock  89817  $93.50 (10) 89817  D   
Performance Share Units   (8) 10/19/2022    D (10)       89817    (10) 1/5/2025  Common Stock  89817  $93.50 (10) 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 124,658 restricted stock units ("RSUs") held by the Reporting Person whose acquisition was previously reported in Table I that were cancelled and converted into the contingent right to receive, without interest, $93.50 per share subject to such RSUs, less applicable withholding taxes, with payments subject to the same time-vesting terms and conditions applicable to the corresponding RSUs immediately prior to the effective time of the merger.
(2)  The Reporting Person disclaims beneficial ownership of the shares of the Issuer's Common Stock previously 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.
(3)  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 and applicable withholding taxes.
(4)  The option originally provided that 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. The option was converted into the right to receive the merger consideration with respect to the entire option as set forth in footnote 3.
(5)  The option, which originally provided that 25% of the total shares originally subject to the option vested and became exercisable on January 1, 2020, and 1/48th of the total shares originally subject to the option vested and became exercisable monthly thereafter, was converted into the right to receive the merger consideration with respect to the entire option as set forth in footnote 3.
(6)  The option, which originally provided that 25% of the total shares subject to the option vested and became exercisable on March 5, 2021, and 1/48th of the total shares subject to the option vested and became exercisable monthly thereafter, was converted into the right to receive the merger consideration with respect to the entire option as set forth in footnote 3.
(7)  The Reporting Person disclaims beneficial ownership of the stock option held by McFarlane Family Investments, LLC, except to the extent of his pecuniary interest therein, if any.
(8)  Each performance share unit ("PSU") represents the economic equivalent of one share of Issuer Common Stock.
(9)  Represents PSUs with an initial three-year performance period commencing on January 1, 2021, that were originally scheduled to vest annually over the remaining performance period based on the achievement of certain performance conditions and that were not required to be reported prior to satisfaction of such performance-based vesting conditions. The number reported represents the number of PSUs eligible for cash consideration in the merger, determined in accordance with the Merger Agreement.
(10)  Pursuant to the Merger Agreement, immediately prior to the effective time of the merger, the PSUs were cancelled and converted into the contingent right to receive, without interest, the cash merger consideration of $93.50 per share subject to the PSUs, less applicable withholding taxes, with payments to be made in accordance with the vesting terms and conditions set forth in the award agreement for the PSUs in the event of a "change in control," which award agreement generally provides for quarterly time-vesting over the remaining performance period applicable to the PSUs.
(11)  Represents PSUs with an initial three-year performance period commencing on January 1, 2022, that were originally scheduled to vest annually over the performance period based on the achievement of certain performance conditions and that were not required to be reported prior to the satisfaction of the performance-based vesting conditions. The number reported represents the number of PSUs eligible for cash consideration in connection with the merger, determined in accordance with the Merger Agreement.

Remarks:
Chairman and Chief Executive Officer

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
McFarlane Scott M
255 SOUTH KING ST.
SUITE 1800
SEATTLE, WA 98104
X
See Remarks

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.
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