Marion R. Foote - Oct 19, 2022 Form 4 Insider Report for AVALARA, INC. (AVLR)

Role: Director
Signature: /s/ Miles Treakle, Attorney-in-Fact
Stock symbol: AVLR
Transactions as of: Oct 19, 2022
Transactions value $: -$34,117,104
Form type: 4
Date filed: 10/19/2022, 05:05 PM
Previous filing: Jun 9, 2022
Next filing: Dec 20, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	AVLR	Common Stock	Gift	$0	-32.1K	-8.1%	$0.00	364K	Oct 17, 2022	Direct	F1
transaction	AVLR	Common Stock	Disposed to Issuer	-$34.1M	-364K	-100%	$93.50	0	Oct 19, 2022	Direct	F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	AVLR	Stock Option (right to buy)	Disposed to Issuer	-$51.2K	-2.46K	-100%	$20.83	0	Oct 19, 2022	Common Stock	2.46K	$72.67	Direct	F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Marion R. Foote is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	The reported disposition represents a bona fide gift made by the Reporting Person.
F2	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 2,254 restricted stock units held by the Reporting Person whose acquisition was previously reported in Table I that became fully vested immediately prior to the effective time of the merger and thereafter were cancelled and converted into the right to receive, without interest, $93.50 per share.
F3	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. Options held by the Reporting Person with exercise prices greater than $93.50 per share were cancelled without the payment of any consideration therefor. The disposition of such options is not reported.