Sec Form 4 Filing - GILHULY EDWARD A @ AVALARA, INC. - 2019-05-13

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) 05/13/2019 (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) Code V Amount (A) or (D) Price Common Stock 05/13/2019 J( 2 ) 2,911,229 D $ 0 ( 2 ) 5,566,155 I See Footnotes ( 1 ) ( 2 ) ( 3 ) Common Stock 05/13/2019 J( 2 ) 212,378 D $ 0 ( 2 ) 406,060 I See Footnotes ( 1 ) ( 2 ) ( 4 ) Common Stock 05/13/2019 J( 2 ) 376,393 D $ 0 ( 2 ) 719,650 I See Footnotes ( 1 ) ( 2 ) ( 5 ) Common Stock 05/13/2019 J( 2 ) 489,217 A $ 0 ( 2 ) 489,217 I See Footnote ( 6 ) Common Stock 05/13/2019 J( 2 ) 489,217 A $ 0 ( 2 ) 489,217 I See Footnote ( 7 ) Common Stock 75,000 I See Footnotes ( 1 ) ( 2 ) ( 8 )

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

Reporting Owners Reporting Owner Name / Address Relationships 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 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 See Signatures included in Exhibit 99.1 05/15/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )On May 13, 2019, SCM, SCA and SCAI effected pro rata distributions of shares to their partners, including other reporting persons who made further pro rata distributions to their respective partners and members. ( 3 )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. ( 4 )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. ( 5 )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. ( 6 )Reflects shares held by trusts for the benefit of members of Mr. Gilhuly's family as a result of the distributions referred to in Note (2) above. ( 7 )Reflects shares held by trusts for the benefit of members of Mr. Stuart's family as a result of the distributions referred to in Note (2) above. ( 8 )Reflects shares 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.

Remarks: Form 1 of 2. This Form 4 is being filed in two parts due to the large number of reporting persons. The two filings relate to the same transactions described above.

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).

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