4//SEC Filing
McFarlane Scott M 4
Accession 0001209191-22-054115
CIK 0001348036other
Filed
Oct 18, 8:00 PM ET
Accepted
Oct 19, 5:53 PM ET
Size
29.8 KB
Accession
0001209191-22-054115
Insider Transaction Report
Form 4
AVALARA, INC.AVLR
McFarlane Scott M
DirectorSee Remarks
Transactions
- Disposition to Issuer
Common Stock
2022-10-19$93.50/sh−109,375$10,226,563→ 0 total(indirect: By LLC) - Disposition to Issuer
Stock Option (right to buy)
2022-10-19$53.74/sh−150,000$8,061,000→ 0 total(indirect: By LLC)Exercise: $39.76Exp: 2029-01-28→ Common Stock (150,000 underlying) - Award
Performance Share Units
2022-10-19$93.50/sh+89,817$8,397,890→ 89,817 totalExp: 2025-01-05→ Common Stock (89,817 underlying) - Disposition to Issuer
Performance Share Units
2022-10-19$93.50/sh−89,817$8,397,890→ 0 totalExp: 2025-01-05→ Common Stock (89,817 underlying) - Disposition to Issuer
Stock Option (right to buy)
2022-10-19$53.74/sh−231,703$12,451,719→ 0 totalExercise: $39.76Exp: 2029-01-28→ Common Stock (231,703 underlying) - Disposition to Issuer
Stock Option (right to buy)
2022-10-19$26.23/sh−84,490$2,216,173→ 0 totalExercise: $67.27Exp: 2030-03-12→ Common Stock (84,490 underlying) - Award
Performance Share Units
2022-10-19$93.50/sh+74,476$6,963,506→ 74,476 totalExp: 2024-01-05→ Common Stock (74,476 underlying) - Disposition to Issuer
Common Stock
2022-10-19$93.50/sh−540,644$50,550,214→ 0 total - Disposition to Issuer
Stock Option (right to buy)
2022-10-19$76.90/sh−5,000$384,500→ 0 totalExercise: $16.60Exp: 2028-01-23→ Common Stock (5,000 underlying) - Disposition to Issuer
Performance Share Units
2022-10-19$93.50/sh−74,476$6,963,506→ 0 totalExp: 2024-01-05→ Common Stock (74,476 underlying)
Footnotes (11)
- [F1]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.
- [F10]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.
- [F11]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.
- [F2]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.
- [F3]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.
- [F4]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.
- [F5]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.
- [F6]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.
- [F7]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.
- [F8]Each performance share unit ("PSU") represents the economic equivalent of one share of Issuer Common Stock.
- [F9]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.
Documents
Issuer
AVALARA, INC.
CIK 0001348036
Entity typeother
Related Parties
1- filerCIK 0001741458
Filing Metadata
- Form type
- 4
- Filed
- Oct 18, 8:00 PM ET
- Accepted
- Oct 19, 5:53 PM ET
- Size
- 29.8 KB