Sec Form 4 Filing - SADRIAN JUSTIN @ AVALARA INC - 2018-01-24

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 SADRIAN JUSTIN 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 WARBURG PINCUS LLC, 450 LEXINGTON AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 01/24/2018 (Street) NEW YORK, NY10017 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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) Code V Amount (A) or (D) Price Common Stock 06/11/2018 M 10,000 ( 1 ) A $ 12.2 10,000 D Common Stock 06/11/2018 M 10,000 ( 1 ) A $ 12.6 20,000 D Common Stock 06/11/2018 M 10,000 ( 1 ) A $ 13.84 30,000 D Common Stock 06/11/2018 M 10,000 ( 1 ) A $ 16.6 40,000 D Common Stock 06/19/2018 C 39,335 A 1,320,483 I By WPXI Finance, LP ( 3 ) ( 4 ) Common Stock 06/19/2018 C 2,070 A 69,489 I By Warburg Pincus XI Partners, L.P. ( 3 ) ( 4 ) Common Stock 06/19/2018 C 22,814 A 1,343,297 I By WPXI Finance, LP ( 3 ) ( 4 ) Common Stock 06/19/2018 C 1,200 A 70,689 I By Warburg Pincus XI Partners, L.P. ( 3 ) ( 4 ) Common Stock 06/19/2018 C 44,005 A 1,387,302 I By WPXI Finance, LP ( 3 ) ( 4 ) Common Stock 06/19/2018 C 2,316 A 73,005 I By Warburg Pincus XI Partners, L.P. ( 3 ) ( 4 ) Common Stock 06/19/2018 C 8,643,195 A 10,030,497 I By WPXI Finance, LP ( 3 ) ( 4 ) Common Stock 06/19/2018 C 454,904 A 527,909 I By Warburg Pincus XI Partners, L.P. ( 3 ) ( 4 ) Common Stock 06/19/2018 C 3,231,505 A 13,262,002 I By WPXI Finance, LP ( 3 ) ( 4 ) Common Stock 06/19/2018 C 170,078 A 697,987 I By Warburg Pincus XI Partners, L.P. ( 3 ) ( 4 )

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) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Warrant (right to buy) $ 16.6 01/24/2018 A 10,000 ( 5 ) ( 6 ) Common Stock 10,000 $ 0 10,000 D Warrant (right to buy) $ 12.2 06/11/2018 M 10,000 ( 5 )( 7 ) ( 6 ) Common Stock 10,000 $ 0 0 D Warrant (right to buy) $ 12.6 06/11/2018 M 10,000 ( 5 )( 7 ) ( 6 ) Common Stock 10,000 $ 0 0 D Warrant (right to buy) $ 13.84 06/11/2018 M 10,000 ( 5 )( 7 ) ( 6 ) Common Stock 10,000 $ 0 0 D Warrant (right to buy) $ 16.6 06/11/2018 M 10,000 ( 5 )( 7 ) ( 6 ) Common Stock 10,000 $ 0 0 D Series A-1 Preferred Stock ( 2 ) 06/19/2018 C 78,670 ( 2 ) ( 2 ) Common Stock 39,335 $ 0 0 I By WPXI Finance, LP ( 3 ) ( 4 ) Series A-1 Preferred Stock ( 2 ) 06/19/2018 C 4,140 ( 2 ) ( 2 ) Common Stock 2,070 $ 0 0 I By Warburg Pincus XI Partners, L.P. ( 3 ) ( 4 ) Series B Preferred Stock ( 2 ) 06/19/2018 C 45,629 ( 2 ) ( 2 ) Common Stock 22,814 $ 0 0 I By WPXI Finance, LP ( 3 ) ( 4 ) Series B Preferred Stock ( 2 ) 06/19/2018 C 2,401 ( 2 ) ( 2 ) Common Stock 1,200 $ 0 0 I By Warburg Pincus XI Partners, L.P. ( 3 ) ( 4 ) Series D Preferred Stock ( 2 ) 06/19/2018 C 88,011 ( 2 ) ( 2 ) Common Stock 44,005 $ 0 0 I By WPXI Finance, LP ( 3 ) ( 4 ) Series D Preferred Stock ( 2 ) 06/19/2018 C 4,632 ( 2 ) ( 2 ) Common Stock 2,316 $ 0 0 I By Warburg Pincus XI Partners, L.P. ( 3 ) ( 4 ) Series D-1 Preferred Stock ( 2 ) 06/19/2018 C 17,286,391 ( 2 ) ( 2 ) Common Stock 8,643,195 $ 0 0 I By WPXI Finance, LP ( 3 ) ( 4 ) Series D-1 Preferred Stock ( 2 ) 06/19/2018 C 909,810 ( 2 ) ( 2 ) Common Stock 454,904 $ 0 0 I By Warburg Pincus XI Partners, L.P. ( 3 ) ( 4 ) Series D-2 Preferred Stock ( 2 ) 06/19/2018 C 6,463,011 ( 2 ) ( 2 ) Common Stock 3,231,505 $ 0 0 I By WPXI Finance, LP ( 3 ) ( 4 ) Series D-2 Preferred Stock ( 2 ) 06/19/2018 C 340,158 ( 2 ) ( 2 ) Common Stock 170,078 $ 0 0 I By Warburg Pincus XI Partners, L.P. ( 3 ) ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SADRIAN JUSTIN C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK, NY10017 X X Signatures /s/ Alesia L. Pinney, Attorney-in-Fact 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 )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. ( 3 )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 holds 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. ( 4 )(Continued from Footnote 3) 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. Mr. Sadrian, a director of the Issuer, is a Partner of WP and a Member and Managing Director of WP LLC. All shares indicated as owned by Mr. Sadrian are included because of his affiliation with the above-referenced Warburg Pincus entities. Mr. Sadrian disclaims beneficial ownership of all shares held by the Warburg Pincus entities, except to the extent of his pecuniary interest therein, if any. ( 5 )The warrant was fully exercisable upon grant. ( 6 )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. ( 7 )On 6/11/2018, this warrant was exercised by tendering a cash payment.

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