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