SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

PUTNAM DONALD H

(Last)

(First)

(Middle)

C/O AVALON ACQUISITION INC.

2 EMBARCADERO CENTER, 8TH FLOOR

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/05/2021

3. Issuer Name and Ticker or Trading Symbol
Avalon Acquisition Inc. [ AVACU ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Chairman

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B common stock	⁽¹⁾	⁽¹⁾	Class A common stock	5,025,000⁽²⁾	⁽¹⁾⁽²⁾⁽³⁾	I	See Footnote⁽⁴⁾

Explanation of Responses:

1. As described in the Issuer's registration statement on Form S-1 (File No. 333- 253654) under the heading "Description of Securities-Founder Shares," the shares of Class B common stock, par value $0.0001 per share (the "Class B Shares") of Avalon Acquisition Inc. (the "Issuer") will automatically convert into shares of Class A common stock, par value $0.0001 per share (the "Class A Shares") of the Issuer, at the time of the Issuer's initial business combination on a one-for-one basis, subject to certain adjustment, and have no expiration date.

2. Avalon Acquisition Holdings LLC (the "Sponsor") owns 5,025,000 Class B Shares, which includes up to 675,000 shares of Class B common stock that are subject to forfeiture depending on the extent to which the underwriter's over-allotment option is exercised. Such Class B Shares have no expiration date and are convertible into Class A Shares as described under the heading "Description of Securities-Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333- 253654).

3. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the reporting person is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any equity securities in excess of his pecuniary interest.

4. Donald H. Putnam is the co-managing member of the Sponsor and has shared voting and dispositive power over the founder shares owned by the Sponsor. Donald H. Putnam is the Executive Chairman of the Issuer. As a result of the foregoing, Donald H. Putnam may be deemed to beneficially own the shares held by the Sponsor. Donald H. Putnam disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein.

	/s/ Donald H. Putnam	10/14/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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