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NAMES OF REPORTING PERSONS

WPXI Finance, LP

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐ (b) ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

Accession Number:: 0001193125-19-040766
Form Type:: 13G Filing
Publication Date:: 2019-02-14 16:05:34

Filed By:: Warburg Pincus & Co.
Company:: Avalara Inc. (NYSE:AVLR)
Filing Date:: 2019-02-14
SEC Url:: 13G Filing

Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name	Shared Voting Power	Shared Dispositive Power	Aggregate Amount Owned Power	Percent of Class
WPXI Finance	13,262,002	13,262,002	13,262,002	19.9%
WPXI GP	13,262,002	13,262,002	13,262,002	19.9%
Warburg Pincus Private Equity XI	13,262,002	13,262,002	13,262,002	19.9%
Warburg Pincus XI Partners	697,987	697,987	697,987	1.1%
Warburg Pincus XI	13,959,989	13,959,989	13,959,989	21%
WP Global	13,959,989	13,959,989	13,959,989	21%
Warburg Pincus Partners II	13,959,989	13,959,989	13,959,989	21%
Warburg Pincus Partners GP	13,959,989	13,959,989	13,959,989	21%
Warburg Pincus Co	13,959,989	13,959,989	13,959,989	21%
Warburg Pincus	13,959,989	13,959,989	13,959,989	21%
Charles R. Kaye	13,959,989	13,959,989	13,959,989	21%
Joseph P. Landy	13,959,989	13,959,989	13,959,989	21%

Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

Avalara, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

05338G106

(CUSIP Number)

December 31, 2018

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 05338G106		13G

(1)	See Item 4.

(2)	Based on a total of approximately 66,505,087 shares of common stock of Avalara, Inc. outstanding as of October 31, 2018, as reported on the Issuers Form 10-Q filed with the U.S. Securities and Exchange Commission on November 8, 2018.


CUSIP No. 05338G106		13G

(1)	See Item 4.

(2)	Based on a total of approximately 66,505,087 shares of common stock of Avalara, Inc. outstanding as of October 31, 2018, as reported on the Issuers Form 10-Q filed with the U.S. Securities and Exchange Commission on November 8, 2018.


CUSIP No. 05338G106		13G

(1)	See Item 4.

(2)	Based on a total of approximately 66,505,087 shares of common stock of Avalara, Inc. outstanding as of October 31, 2018, as reported on the Issuers Form 10-Q filed with the U.S. Securities and Exchange Commission on November 8, 2018.


CUSIP No. 05338G106		13G

(1)	See Item 4.

(2)	Based on a total of approximately 66,505,087 shares of common stock of Avalara, Inc. outstanding as of October 31, 2018, as reported on the Issuers Form 10-Q filed with the U.S. Securities and Exchange Commission on November 8, 2018.


CUSIP No. 05338G106		13G

(1)	See Item 4.

(2)	Based on a total of approximately 66,505,087 shares of common stock of Avalara, Inc. outstanding as of October 31, 2018, as reported on the Issuers Form 10-Q filed with the U.S. Securities and Exchange Commission on November 8, 2018.


CUSIP No. 05338G106		13G

(1)	See Item 4.

(2)	Based on a total of approximately 66,505,087 shares of common stock of Avalara, Inc. outstanding as of October 31, 2018, as reported on the Issuers Form 10-Q filed with the U.S. Securities and Exchange Commission on November 8, 2018.


CUSIP No. 05338G106		13G

(1)	See Item 4.

(2)	Based on a total of approximately 66,505,087 shares of common stock of Avalara, Inc. outstanding as of October 31, 2018, as reported on the Issuers Form 10-Q filed with the U.S. Securities and Exchange Commission on November 8, 2018.


CUSIP No. 05338G106		13G

(1)	See Item 4.

(2)	Based on a total of approximately 66,505,087 shares of common stock of Avalara, Inc. outstanding as of October 31, 2018, as reported on the Issuers Form 10-Q filed with the U.S. Securities and Exchange Commission on November 8, 2018.


CUSIP No. 05338G106		13G

(1)	See Item 4.

(2)	Based on a total of approximately 66,505,087 shares of common stock of Avalara, Inc. outstanding as of October 31, 2018, as reported on the Issuers Form 10-Q filed with the U.S. Securities and Exchange Commission on November 8, 2018.


CUSIP No. 05338G106		13G

(1)	See Item 4.

(2)	Based on a total of approximately 66,505,087 shares of common stock of Avalara, Inc. outstanding as of October 31, 2018, as reported on the Issuers Form 10-Q filed with the U.S. Securities and Exchange Commission on November 8, 2018.


CUSIP No. 05338G106		13G

(1)	See Item 4.

(2)	Based on a total of approximately 66,505,087 shares of common stock of Avalara, Inc. outstanding as of October 31, 2018, as reported on the Issuers Form 10-Q filed with the U.S. Securities and Exchange Commission on November 8, 2018.


CUSIP No. 05338G106		13G

(1)	See Item 4.

(2)	Based on a total of approximately 66,505,087 shares of common stock of Avalara, Inc. outstanding as of October 31, 2018, as reported on the Issuers Form 10-Q filed with the U.S. Securities and Exchange Commission on November 8, 2018.

Item 1(a). Name of Issuer:

The name of the issuer is Avalara, Inc., a Delaware corporation (the Issuer).

Item 1(b). Address of Issuers Principal Executive Offices:

The principal executive offices of the Issuer are located at 255 South King Street, Suite 1800, Seattle, Washington 98104.

Item 2(a). Name of Person Filing:

This Schedule 13G is being filed jointly by (i) WPXI Finance, LP, a Delaware limited partnership (WPXIF), (ii) WPXI GP, L.P., a Delaware limited partnership (WPXIF GP), (iii) Warburg Pincus Private Equity XI, L.P., a Delaware limited partnership (WPXI), (iv) Warburg Pincus XI Partners, L.P., a Delaware limited partnership (WPXI Partners), (v) Warburg Pincus XI, L.P., a Delaware limited partnership (WP XI GP), (vi) WP Global LLC, a Delaware limited liability company (WP Global), (vii) Warburg Pincus Partners II, L.P., a Delaware limited partnership (WPP II), (viii) Warburg Pincus Partners GP LLC, a Delaware limited liability company (WPP GP LLC), (ix) Warburg Pincus & Co. (WP), a New York general partnership, (x) Warburg Pincus LLC, a New York limited liability company (WP LLC), (xi) Charles R. Kaye, and (xii) Joseph P. Landy ((i) through (xii), each, a Warburg Pincus Reporting Person).

Item 2(b). Address of Principal Business Office or, if none, Residence:

The principal business address of each of the Warburg Pincus Reporting Persons is 450 Lexington Avenue, New York, New York 10017.

Item 2(c). Citizenship:

See Item 2(a).

Item 2(d). Title and Class of Securities:

Common Stock, par value $0.0001 per share (the Common Stock).

Item 2(e). CUSIP No.:

05338G106

Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a(n):



(a)	☐	Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78o).

(b)	☐	Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c).

(c)	☐	Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c).

(d)	☐	Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e)	☐	Investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).

(f)	☐	Employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).

(g)	☐	Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).



(h)	☐	Savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (13 U.S.C. 1813).

(i)	☐	Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3).

(j)	☐	Non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J).

(k)	☐	Group, in accordance with §240.13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:

Not applicable.

Item 4. Ownership

The information required by Items 4(a)-(c) is set forth in Rows 5-11 of the cover page hereto for each Warburg Pincus Reporting Person and is incorporated herein by reference for each such Warburg Pincus Reporting Person.

(i) 13,262,002 shares are held of record by WPXIF and (ii) 697,987 shares are held of record by WPXI Partners. WPXIF GP is the managing general partner of WPXIF. WPXI is the general partner of WPXIF GP. WP XI GP is the general partner of each of WPXI and WPXI Partners (WPXI and WPXI Partners, collectively, the WPXI Funds). WP Global is the general partner of WP XI GP. WPP II is the managing member of WP Global. WPP GP LLC is the general partner of WPP II. WP is the managing member of WPP GP LLC. WP LLC is the manager of the WP XI Funds.

Charles R. Kaye and Joseph P. Landy are each Managing General Partners of WP and Managing Members and Co-Chief Executive Officers of WP LLC and may be deemed to control the Warburg Pincus entities. Messrs. Kaye and Landy disclaim beneficial ownership of all shares held by the Warburg Pincus Reporting Persons.

Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Other than as set forth herein, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, in excess of five percent of the total outstanding Common Stock.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported On by the Parent Holding Company or Control Person.

Not applicable.

Item 8. Identification and Classification of Members of the Group.

(1) The Warburg Pincus Reporting Persons are making this single, joint filing because they may be deemed to constitute a group within the meaning of the Exchange Act. The joint filing agreement among the Warburg Pincus Reporting Persons to file this Schedule 13G jointly in accordance with Rule 13d-1(k) of the Exchange Act is attached hereto as Exhibit 99.1.

(2) Each Warburg Pincus Reporting Person expressly disclaims beneficial ownership with respect to any shares of Common Stock of the Issuer other than the shares of Common Stock of the Issuer owned of record by such Warburg Pincus Reporting Person.

Item 9. Notice of Dissolution of Group.

Not Applicable.

Item 10. Certifications.

Not Applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Dated: February 14, 2019	WPXI FINANCE, LP

	By:	WPXI GP, L.P., its managing general partner
	By:	Warburg Pincus Private Equity XI, L.P., its general partner
	By:	Warburg Pincus XI, L.P., its general partner
	By:	WP Global LLC, its general partner
	By:	Warburg Pincus Partners II, L.P., its managing member
	By:	Warburg Pincus Partners GP LLC, its general partner
	By:	Warburg Pincus & Co., its managing member

	By:	/s/ Robert B. Knauss
	Name:	Robert B. Knauss
	Title:	Partner

	WPXI GP, L.P.

	By:	Warburg Pincus Private Equity XI, L.P., its general partner
	By:	Warburg Pincus XI, L.P., its general partner
	By:	WP Global LLC, its general partner
	By:	Warburg Pincus Partners II, L.P., its managing member
	By:	Warburg Pincus Partners GP LLC, its general partner
	By:	Warburg Pincus & Co., its managing member

	By:	/s/ Robert B. Knauss
	Name:	Robert B. Knauss
	Title:	Partner

	WARBURG PINCUS PRIVATE EQUITY XI, L.P.

	By:	Warburg Pincus XI, L.P., its general partner
	By:	WP Global LLC, its general partner
	By:	Warburg Pincus Partners II, L.P., its managing member
	By:	Warburg Pincus Partners GP LLC, its general partner
	By:	Warburg Pincus & Co., its managing member

	By:	/s/ Robert B. Knauss
	Name:	Robert B. Knauss
	Title:	Partner



				WARBURG PINCUS & CO.

				By:		/s/ Robert B. Knauss
				Name:		Robert B. Knauss
				Title:		Partner

				WARBURG PINCUS LLC

				By:		/s/ Robert B. Knauss
				Name:		Robert B. Knauss
				Title:		Managing Director

				CHARLES R. KAYE

				By:		/s/ Robert B. Knauss
				Name:		Robert B. Knauss, Attorney-in-fact*

				JOSEPH P. LANDY

				By:		/s/ Robert B. Knauss
				Name:		Robert B. Knauss, Attorney-in-fact*

*	The Power of Attorney given by each of Mr. Kaye and Mr. Landy was previously filed with the U.S. Securities and Exchange Commission on June 14, 2018 as an exhibit to a Form 3 filed by Warburg Pincus & Co. with respect to Avalara, Inc. and is hereby incorporated by reference.