0001209191-22-054115.txt : 20221019
0001209191-22-054115.hdr.sgml : 20221019
20221019175310
ACCESSION NUMBER: 0001209191-22-054115
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: McFarlane Scott M
CENTRAL INDEX KEY: 0001741458
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38525
FILM NUMBER: 221319371
MAIL ADDRESS:
STREET 1: 255 SOUTH KING ST., SUITE 1800
CITY: SEATTLE
STATE: WA
ZIP: 98104
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
0001741458
McFarlane Scott M
255 SOUTH KING ST.
SUITE 1800
SEATTLE
WA
98104
1
1
0
0
See Remarks
Common Stock
2022-10-19
4
D
0
540644
93.50
D
0
D
Common Stock
2022-10-19
4
D
0
109375
93.50
D
0
I
By McFarlane Family Investments, LLC
Stock Option (right to buy)
16.60
2022-10-19
4
D
0
5000
76.90
D
2028-01-23
Common Stock
5000
0
D
Stock Option (right to buy)
39.76
2022-10-19
4
D
0
231703
53.74
D
2029-01-28
Common Stock
231703
0
D
Stock Option (right to buy)
67.27
2022-10-19
4
D
0
84490
26.23
D
2030-03-12
Common Stock
84490
0
D
Stock Option (right to buy)
39.76
2022-10-19
4
D
0
150000
53.74
D
2029-01-28
Common Stock
150000
0
I
By McFarlane Family Investments, LLC
Performance Share Units
2022-10-19
4
A
0
74476
93.50
A
2024-01-05
Common Stock
74476
74476
D
Performance Share Units
2022-10-19
4
D
0
74476
93.50
D
2024-01-05
Common Stock
74476
0
D
Performance Share Units
2022-10-19
4
A
0
89817
93.50
A
2025-01-05
Common Stock
89817
89817
D
Performance Share Units
2022-10-19
4
D
0
89817
93.50
D
2025-01-05
Common Stock
89817
0
D
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 124,658 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.
The Reporting Person disclaims beneficial ownership of the shares of the Issuer's Common Stock previously held by McFarlane Family Investments, LLC, of which the Reporting Person is the sole manager and a member, except to the extent of his pecuniary interest therein, if any.
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.
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 3.
The option, which originally provided that 25% of the total shares originally subject to the option vested and became exercisable on January 1, 2020, and 1/48th of the total shares originally 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 3.
The option, which originally provided that 25% of the total shares subject to the option vested and became exercisable on March 5, 2021, 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 3.
The Reporting Person disclaims beneficial ownership of the stock option held by McFarlane Family Investments, LLC, except to the extent of his pecuniary interest therein, if any.
Each performance share unit ("PSU") represents the economic equivalent of one share of Issuer Common Stock.
Represents PSUs with an initial three-year performance period commencing on January 1, 2021, that were originally scheduled to vest annually over the remaining performance period based on the achievement of certain performance conditions and that were not required to be reported prior to satisfaction of such performance-based vesting conditions. The number reported represents the number of PSUs eligible for cash consideration in the merger, determined in accordance with the Merger Agreement.
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.
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.
Chairman and Chief Executive Officer
/s/ Miles Treakle, Attorney-in-Fact
2022-10-19