Sec Form 4 Filing - GILHULY EDWARD A @ AVALARA INC

Insider filing report for Changes in Beneficial Ownership

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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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person

GILHULY EDWARD A

2. Issuer Name and Ticker or Trading Symbol
AVALARA INC [ AVLR]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

(Last)

(First)

(Middle)

C/O SAGEVIEW CAPITAL LP, 55 RAILROAD AVENUE, FIRST FLOOR

3. Date of Earliest Transaction (MM/DD/YY)
01/24/2018

(Street)

GREENWICH, CT06830

4. If Amendment, Date Original Filed (MM/DD/YY)

6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

**Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned**
1.Title of Security (Instr. 3)	2. Transaction Date (MM/DD/YY)	2A. Deemed Execution Date, if any (MM/DD/YY)	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 (MM/DD/YY)	2A. Deemed Execution Date, if any (MM/DD/YY)	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	06/07/2018		X		10,000 ^{( 1 )}	A	$ 4.5	25,000	I	See Footnotes ^{( 2 )} ^{( 3 )}
Common Stock	06/07/2018		X		10,000 ^{( 1 )}	A	$ 9.72	35,000	I	See Footnotes ^{( 2 )} ^{( 3 )}
Common Stock	06/07/2018		X		10,000 ^{( 1 )}	A	$ 12.2	45,000	I	See Footnotes ^{( 2 )} ^{( 3 )}
Common Stock	06/07/2018		X		10,000 ^{( 1 )}	A	$ 12.6	55,000	I	See Footnotes ^{( 2 )} ^{( 3 )}
Common Stock	06/07/2018		X		10,000 ^{( 1 )}	A	$ 13.84	65,000	I	See Footnotes ^{( 2 )} ^{( 3 )}
Common Stock	06/07/2018		X		10,000 ^{( 1 )}	A	$ 16.6	75,000	I	See Footnotes ^{( 2 )} ^{( 3 )}
Common Stock	06/19/2018		C		77,777	A		77,777	I	See Footnotes ^{( 2 )} ^{( 5 )}
Common Stock	06/19/2018		C		9,090,896	A		9,168,673	I	See Footnotes ^{( 2 )} ^{( 5 )}
Common Stock	06/19/2018		C		2,440,345	A		11,609,018	I	See Footnotes ^{( 2 )} ^{( 5 )}
Common Stock	06/19/2018		C		1,210,255	A		12,819,273	I	See Footnotes ^{( 2 )} ^{( 5 )}
Common Stock	06/19/2018		C		935,185	A		935,185	I	See Footnotes ^{( 2 )} ^{( 6 )}
Common Stock	06/19/2018		C		1,657,407	A		1,657,407	I	See Footnotes ^{( 2 )} ^{( 7 )}

**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 (MM/DD/YY)	3A. Deemed Execution Date, if any (MM/DD/YY)	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 (MM/DD/YY)		7. Title and Amount of Underlying Securities (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)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (MM/DD/YY)	3A. Deemed Execution Date, if any (MM/DD/YY)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrant (right to buy)	$ 16.6	01/24/2018		A		10,000		^{( 8 )}	^{( 9 )}	Common Stock	10,000	$ 0	10,000	D
Warrant (right to buy)	$ 16.6	02/08/2018		J^{( 10 )}			10,000	^{( 8 )}	^{( 9 )}	Common Stock	10,000	$ 0	0	D ^{( 10 )}
Warrant (right to buy)	$ 16.6	02/08/2018		J^{( 10 )}		10,000		^{( 8 )}	^{( 9 )}	Common Stock	10,000	$ 0	10,000	I ^{( 10 )}	See Footnotes ^{( 2 )} ^{( 3 )}
Warrant (right to buy)	$ 4.5	06/07/2018		X			10,000	^{( 8 )}	^{( 9 )}	Common Stock	10,000	$ 0	0	I	See Footnotes ^{( 2 )} ^{( 3 )}
Warrant (right to buy)	$ 9.72	06/07/2018		X			10,000	^{( 8 )}	^{( 9 )}	Common Stock	10,000	$ 0	0	I	See Footnotes ^{( 2 )} ^{( 3 )}
Warrant (right to buy)	$ 12.2	06/07/2018		X			10,000	^{( 8 )}	^{( 9 )}	Common Stock	10,000	$ 0	0	I	See Footnotes ^{( 2 )} ^{( 3 )}
Warrant (right to buy)	$ 12.6	06/07/2018		X			10,000	^{( 8 )}	^{( 9 )}	Common Stock	10,000	$ 0	0	I	See Footnotes ^{( 2 )} ^{( 3 )}
Warrant (right to buy)	$ 13.84	06/07/2018		X			10,000	^{( 8 )}	^{( 9 )}	Common Stock	10,000	$ 0	0	I	See Footnotes ^{( 2 )} ^{( 3 )}
Warrant (right to buy)	$ 16.6	06/07/2018		X			10,000	^{( 8 )}	^{( 9 )}	Common Stock	10,000	$ 0	0	I	See Footnotes ^{( 2 )} ^{( 3 )}
Series A Preferred Stock	^{( 4 )}	06/19/2018		C			155,555	^{( 4 )}	^{( 4 )}	Common Stock	77,777	$ 0	0	I	See Footnotes ^{( 2 )} ^{( 5 )}
Series B-1 Preferred Stock	^{( 4 )}	06/19/2018		C			18,181,793	^{( 4 )}	^{( 4 )}	Common Stock	9,090,896	$ 0	0	I	See Footnotes ^{( 2 )} ^{( 5 )}
Series C-1 Preferred Stock	^{( 4 )}	06/19/2018		C			4,880,690	^{( 4 )}	^{( 4 )}	Common Stock	2,440,345	$ 0	0	I	See Footnotes ^{( 2 )} ^{( 5 )}
Series D Preferred Stock	^{( 4 )}	06/19/2018		C			2,420,511	^{( 4 )}	^{( 4 )}	Common Stock	1,210,255	$ 0	0	I	See Footnotes ^{( 2 )} ^{( 5 )}
Series D-2 Preferred Stock	^{( 4 )}	06/19/2018		C			1,870,370	^{( 4 )}	^{( 4 )}	Common Stock	935,185	$ 0	0	I	See Footnotes ^{( 2 )} ^{( 6 )}
Series D-2 Preferred Stock	^{( 4 )}	06/19/2018		C			3,314,815	^{( 4 )}	^{( 4 )}	Common Stock	1,657,407	$ 0	0	I	See Footnotes ^{( 2 )} ^{( 7 )}

**Reporting Owners**
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
GILHULY EDWARD A C/O SAGEVIEW CAPITAL LP 55 RAILROAD AVENUE, FIRST FLOOR GREENWICH, CT06830	X	X
SAGEVIEW CAPITAL LP C/O SAGEVIEW CAPITAL LP 55 RAILROAD AVENUE, FIRST FLOOR GREENWICH, CT06830		X
SAGEVIEW CAPITAL MASTER, L.P. C/O SAGEVIEW CAPITAL LP 55 RAILROAD AVENUE, FIRST FLOOR GREENWICH, CT06830		X
Sageview Avalara Partners, L.P. C/O SAGEVIEW CAPITAL LP 55 RAILROAD AVENUE, FIRST FLOOR GREENWICH, CT06830		X
Sageview Avalara Partners I, L.P. C/O SAGEVIEW CAPITAL LP 55 RAILROAD AVENUE, FIRST FLOOR GREENWICH, CT06830		X
Sageview Capital MGP, LLC C/O SAGEVIEW CAPITAL LP 55 RAILROAD AVENUE, FIRST FLOOR GREENWICH, CT06830		X
STUART SCOTT M C/O SAGEVIEW CAPITAL LP 55 RAILROAD AVENUE, FIRST FLOOR GREENWICH, CT06830		X

**Signatures**
/s/ Alesia L. Pinney, Attorney-in-Fact		06/19/2018
Signature of Reporting Person		Date
See Exhibit 99.1 for signatures of other Reporting Owners		06/19/2018
Signature of Reporting Person		Date

Explanation of Responses:

( 1 )The shares issuable upon exercise of the warrant are subject to the terms of a lock-up agreement entered into in connection with the Issuer's initial public offering.
( 2 )Sageview Capital LP ("SC") is investment adviser to Sageview Capital Master, L.P. ("SCM"). Edward A. Gilhuly and Scott M. Stuart are co-presidents of Sageview Capital MGP, LLC ("Sageview MGP"), which ultimately controls the general partner of SCM, Sageview Avalara Partners I, L.P. ("SCAI"), and Sageview Avalara Partners, L.P. ("SCA"), and in such capacity they may be deemed to have shared voting and dispositive power over the shares held by SCM, SCAI, and SCA. Messrs. Gilhuly and Stuart are managing and control persons of SC, and in such capacity they may be deemed to have shared voting and dispositive power over the common stock held by SC.
( 3 )Reflects shares or warrants, as applicable, held directly by SC. Each of SCM, SCAI, SCA, Sageview A, Sageview B, Sageview C, Sageview Ltd, Sageview GenPar, Sageview MGP, and Messrs. Gilhuly and Stuart disclaim beneficial ownership of such securities, except to the extent of its or his pecuniary interest therein, if any. Entities referenced in this footnote are defined in footnote 2 or footnote 5, as applicable.
( 4 )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.
( 5 )Reflects shares held directly by SCM. Sageview Capital Partners (A), L.P. ("Sageview A"), Sageview Capital Partners (B), L.P. ("Sageview B") and Sageview Partners (C) (Master), L.P. ("Sageview C") are the shareholders of SCM. Sageview Capital GenPar, Ltd. ("Sageview Ltd") is the sole general partner of each of SCM, Sageview A, Sageview B and Sageview C. Sageview Capital GenPar, L.P. ("Sageview GenPar") is the sole shareholder of Sageview Ltd. Sageview MGP is the sole general partner of Sageview GenPar. Edward Gilhuly and Scott Stuart are managing members and controlling persons of Sageview Capital MGP, LLC. Each of SC, SCAI, SCA, Sageview A, Sageview B, Sageview C, Sageview Ltd, Sageview GenPar, Sageview MGP, and Messrs. Gilhuly and Stuart disclaim beneficial ownership of such securities, except to the extent of its or his pecuniary interest therein, if any.
( 6 )Reflects shares held directly by SCA. Each of SC, SCM, SCAI, Sageview A, Sageview B, Sageview C, Sageview Ltd, Sageview GenPar, Sageview MGP, and Messrs. Gilhuly and Stuart disclaim beneficial ownership of such securities, except to the extent of its or his pecuniary interest therein, if any.
( 7 )Reflects shares held directly by SCAI. Each of SC, SCM, SCA, Sageview A, Sageview B, Sageview C, Sageview Ltd, Sageview GenPar, Sageview MGP, and Messrs. Gilhuly and Stuart disclaim beneficial ownership of such securities, except to the extent of its or his pecuniary interest therein, if any.
( 8 )The warrant was fully exercisable upon grant.
( 9 )Unless sooner exercised, the warrant expires immediately prior to the closing of the Issuer's initial public offering and will be automatically net exercised pursuant to its terms if not exercised prior to that time.
( 10 )Pursuant to Mr. Gilhuly's arrangement with SC and related entities, warrants issued to Mr. Gilhuly were transferred to SC. No consideration was paid in connection with the transfer.

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.

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 Number.

Sec Form 4 Filing - GILHULY EDWARD A @ AVALARA INC - 2018-01-24