Sec Form 4 Filing - McFarlane Scott M @ AVALARA, INC. - 2022-10-19

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 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/YY) 10/19/2022 (Street) SEATTLE, WA98104 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 10/19/2022 D( 1 ) 540,644( 1 ) D $ 93.5( 1 ) 0 D Common Stock 10/19/2022 D( 1 ) 109,375 D $ 93.5( 1 ) 0 I By McFarlane Family Investments, LLC( 2 )

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 Stock Option (right to buy) $ 16.6 10/19/2022 D( 3 ) 5,000 ( 4 ) 01/23/2028 Common Stock 5,000 $ 76.9( 3 ) 0 D Stock Option (right to buy) $ 39.76 10/19/2022 D( 3 ) 231,703 ( 5 ) 01/28/2029 Common Stock 231,703 $ 53.74( 3 ) 0 D Stock Option (right to buy) $ 67.27 10/19/2022 D( 3 ) 84,490 ( 6 ) 03/12/2030 Common Stock 84,490 $ 26.23( 3 ) 0 D Stock Option (right to buy) $ 39.76 10/19/2022 D( 3 ) 150,000 ( 5 ) 01/28/2029 Common Stock 150,000 $ 53.74( 3 ) 0 I By McFarlane Family Investments, LLC( 7 ) Performance Share Units ( 8 ) 10/19/2022 A( 9 ) 74,476 ( 10 ) 01/05/2024 Common Stock 74,476 $ 93.5( 10 ) 74,476 D Performance Share Units ( 8 ) 10/19/2022 D( 10 ) 74,476 ( 10 ) 01/05/2024 Common Stock 74,476 $ 93.5( 10 ) 0 D Performance Share Units ( 8 ) 10/19/2022 A( 11 ) 89,817 ( 10 ) 01/05/2025 Common Stock 89,817 $ 93.5( 10 ) 89,817 D Performance Share Units ( 8 ) 10/19/2022 D( 10 ) 89,817 ( 10 ) 01/05/2025 Common Stock 89,817 $ 93.5( 10 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other McFarlane Scott M 255 SOUTH KING ST. SUITE 1800 SEATTLE, WA98104 X See Remarks Signatures /s/ Miles Treakle, Attorney-in-Fact 10/19/2022 Signature of Reporting Person Date

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 exercisabl e 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

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