Daniel E. Manning - Oct 19, 2022 Form 4 Insider Report for AVALARA, INC. (AVLR)

Signature
/s/ Miles Treakle, Attorney-in-Fact
Stock symbol
AVLR
Transactions as of
Oct 19, 2022
Transactions value $
-$2,324,528
Form type
4
Date filed
10/19/2022, 05:44 PM
Previous filing
Aug 9, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction AVLR Common Stock Disposed to Issuer -$1.59M -17.1K -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 -$730K -9.5K -100% $76.90 0 Oct 19, 2022 Common Stock 9.5K $16.60 Direct F2, F3
transaction AVLR Performance Share Units Award $274K +2.93K $93.50 2.93K Oct 19, 2022 Common Stock 2.93K Direct F4, F5, F6
transaction AVLR Performance Share Units Disposed to Issuer -$274K -2.93K -100% $93.50 0 Oct 19, 2022 Common Stock 2.93K Direct F4, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Daniel E. Manning 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 (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 11,360 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.
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.
F3 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.
F4 Each performance share unit ("PSU") represents the economic equivalent of one share of Issuer Common Stock.
F5 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.
F6 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.

Remarks:

Senior Vice President and Chief Accounting Officer