William Ingram - 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 $
-$6,727,518
Form type
4
Date filed
10/19/2022, 05:14 PM
Previous filing
Aug 10, 2022
Next filing
May 30, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction AVLR Common Stock Disposed to Issuer -$521K -5.58K -100% $93.50 0 Oct 19, 2022 Direct F1

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 -$143K -1.8K -100% $79.66 0 Oct 19, 2022 Common Stock 1.8K $13.84 Direct F2, F3
transaction AVLR Stock Option (right to buy) Disposed to Issuer -$880K -11.4K -100% $76.90 0 Oct 19, 2022 Common Stock 11.4K $16.60 Direct F2, F4
transaction AVLR Stock Option (right to buy) Disposed to Issuer -$5.18M -96.5K -100% $53.74 0 Oct 19, 2022 Common Stock 96.5K $39.76 Direct F2, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

William Ingram is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Disposed of pursuant to the Agreement and Plan of Merger ("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.
F2 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. 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.
F3 The option originally provided that 25% of the total shares subject to the option vested and became exercisable on January 1, 2018, 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, 2021. The option was converted into the right to receive the merger consideration with respect to the entire option as set forth in footnote 2.
F4 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 2.
F5 The option, which originally provided that 25% of the total shares subject to the option vested and became exercisable on January 1, 2020, 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 2.