X0206 3 2018-06-14 0 0001348036 AVALARA INC AVLR 0001206780 GILHULY EDWARD A C/O SAGEVIEW CAPITAL LP 55 RAILROAD AVENUE, FIRST FLOOR GREENWICH CT 06830 1 0 1 0 0001389563 SAGEVIEW CAPITAL LP C/O SAGEVIEW CAPITAL LP 55 RAILROAD AVENUE, FIRST FLOOR GREENWICH CT 06830 0 0 1 0 0001374997 SAGEVIEW CAPITAL MASTER, L.P. C/O SAGEVIEW CAPITAL LP 55 RAILROAD AVENUE, FIRST FLOOR GREENWICH CT 06830 0 0 1 0 0001738804 Sageview Avalara Partners, L.P. C/O SAGEVIEW CAPITAL LP 55 RAILROAD AVENUE, FIRST FLOOR GREENWICH CT 06830 0 0 1 0 0001738810 Sageview Avalara Partners I, L.P. C/O SAGEVIEW CAPITAL LP 55 RAILROAD AVENUE, FIRST FLOOR GREENWICH CT 06830 0 0 1 0 0001363701 Sageview Capital MGP, LLC C/O SAGEVIEW CAPITAL LP 55 RAILROAD AVENUE, FIRST FLOOR GREENWICH CT 06830 0 0 1 0 0001081716 STUART SCOTT M C/O SAGEVIEW CAPITAL LP 55 RAILROAD AVENUE, FIRST FLOOR GREENWICH CT 06830 0 0 1 0 Common Stock 75000 I See Footnotes Series A Preferred Stock Common Stock 155555 I See Footnotes Series B-1 Preferred Stock Common Stock 18181793 I See Footnotes Series C-1 Preferred Stock Common Stock 4880690 I See Footnotes Series D Preferred Stock Common Stock 2420511 I See Footnotes Series D-2 Preferred Stock Common Stock 1870370 I See Footnotes Series D-2 Preferred Stock Common Stock 3314815 I See Footnotes Sageview Capital LP ("SC") is investment adviser to Sageview Capital Master, L.P. ("SCM"). Edward A. Gilhuly and Scott M. Stuart are co-presidents of Sageview Capital MGP, LLC ("Sageview MGP"), which ultimately controls the general partner of SCM, Sageview Avalara Partners I, L.P. ("SCAI"), and Sageview Avalara Partners, L.P. ("SCA"), and in such capacity they may be deemed to have shared voting and dispositive power over the shares held by SCM, SCAI, and SCA. Messrs. Gilhuly and Stuart are managing and control persons of SC, and in such capacity they may be deemed to have shared voting and dispositive power over the common stock held by SC. Reflects shares held directly by SC. Each of SCM, SCAI, SCA, Sageview A, Sageview B, Sageview C, Sageview Ltd, Sageview GenPar, Sageview MGP, and Messrs. Gilhuly and Stuart disclaim beneficial ownership of such securities, except to the extent of its or his pecuniary interest therein, if any. Entities are defined in footnote 1 or footnote 4, as applicable. Shares of preferred stock are convertible, at the option of the holder, into shares of common stock on a 2-to-1 basis and will automatically convert into shares of common stock on a 2-to-1 basis immediately prior to the closing of the Issuer's initial public offering. The preferred stock has no expiration date. Reflects shares held directly by SCM. Sageview Capital Partners (A), L.P. ("Sageview A"), Sageview Capital Partners (B), L.P. ("Sageview B") and Sageview Partners (C) (Master), L.P. ("Sageview C") are the shareholders of SCM. Sageview Capital GenPar, Ltd. ("Sageview Ltd") is the sole general partner of each of SCM, Sageview A, Sageview B and Sageview C. Sageview Capital GenPar, L.P. ("Sageview GenPar") is the sole shareholder of Sageview Ltd. Sageview MGP is the sole general partner of Sageview GenPar. Edward Gilhuly and Scott Stuart are managing members and controlling persons of Sageview Capital MGP, LLC. Each of SC, SCAI, SCA, Sageview A, Sageview B, Sageview C, Sageview Ltd, Sageview GenPar, Sageview MGP, and Messrs. Gilhuly and Stuart disclaim beneficial ownership of such securities, except to the extent of its or his pecuniary interest therein, if any. Reflects shares held directly by SCA. Each of SC, SCM, SCA, Sageview A, Sageview B, Sageview C, Sageview Ltd, Sageview GenPar, Sageview MGP, and Messrs. Gilhuly and Stuart disclaim beneficial ownership of such securities, except to the extent of its or his pecuniary interest therein, if any. Reflects shares held directly by SCAI. Each of SC, SCM, SCA, Sageview A, Sageview B, Sageview C, Sageview Ltd, Sageview GenPar, Sageview MGP, and Messrs. Gilhuly and Stuart disclaim beneficial ownership of such securities, except to the extent of its or his pecuniary interest therein, if any. Form 1 of 2. Two reports are filed that relate to the same transactions. See Form 2 of 2 for additional reporting owners. Exhibit 24 power of attorney filed herewith. Exhibit 99.1 list of reporting owners and signature page filed herewith. /s/ EDWARD A. GILHULY 2018-06-14 *See Exhibit 99.1 for signatures of other Reporting Owners 2018-06-14