0001209191-22-054087.txt : 20221019 0001209191-22-054087.hdr.sgml : 20221019 20221019171412 ACCESSION NUMBER: 0001209191-22-054087 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20221019 FILED AS OF DATE: 20221019 DATE AS OF CHANGE: 20221019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: INGRAM WILLIAM CENTRAL INDEX KEY: 0001269473 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38525 FILM NUMBER: 221319222 MAIL ADDRESS: STREET 1: C/O LEAP WIRELESS INTERNATIONAL, INC. STREET 2: 5887 COPLEY DRIVE CITY: SAN DIEGO STATE: CA ZIP: 92111 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: AVALARA, INC. CENTRAL INDEX KEY: 0001348036 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 911995935 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 255 S. KING ST. STREET 2: SUITE 1800 CITY: SEATTLE STATE: WA ZIP: 98104 BUSINESS PHONE: (206) 826-4900 MAIL ADDRESS: STREET 1: 255 S. KING ST. STREET 2: SUITE 1800 CITY: SEATTLE STATE: WA ZIP: 98104 FORMER COMPANY: FORMER CONFORMED NAME: AVALARA INC DATE OF NAME CHANGE: 20051227 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2022-10-19 1 0001348036 AVALARA, INC. AVLR 0001269473 INGRAM WILLIAM 255 SOUTH KING ST. SUITE 1800 SEATTLE WA 98104 1 0 0 0 Common Stock 2022-10-19 4 D 0 5576 93.50 D 0 D Stock Option (right to buy) 13.84 2022-10-19 4 D 0 1797 79.66 D 2027-02-09 Common Stock 1797 0 D Stock Option (right to buy) 16.60 2022-10-19 4 D 0 11440 76.90 D 2028-01-23 Common Stock 11440 0 D Stock Option (right to buy) 39.76 2022-10-19 4 D 0 96451 53.74 D 2029-01-28 Common Stock 96451 0 D 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. 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. 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. 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. 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. /s/ Miles Treakle, Attorney-in-Fact 2022-10-19