Filing Details
- Accession Number:
- 0000950142-20-000392
- Form Type:
- 13G Filing
- Publication Date:
- 2020-02-11 16:10:46
- Filed By:
- Sageview Capital Master, L.p.
- Company:
- Avalara Inc. (NYSE:AVLR)
- Filing Date:
- 2020-02-11
- 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 | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Sageview Avalara Partners | 0 | 0 | 0 | 0 | 0 | 0% |
| Sageview Avalara Partners I | 0 | 0 | 0 | 0 | 0 | 0 12 TYPE OF REPORTING PERSON PN CUSIP No. 05338G106 SCHEDULE 13G Page 4 of 23 1 NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Sageview Capital Master, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5 SOLE VOTING POWER 0 6 SHARED VOTING POWER 0 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0% |
| Sageview Capital Master | 0 | 0 | 0 | 0 | 0 | 0% |
| Sageview Capital Partners (A) | 0 | 0 | 0 | 0 | 0 | 0% |
| Sageview Capital Partners (B) | 0 | 0 | 0 | 0 | 0 | 0% |
| Sageview Partners (C) (Master) | 0 | 0 | 0 | 0 | 0 | 0% |
| Sageview Capital GenPar, Ltd | 0 | 0 | 0 | 0 | 0 | 0% |
| Sageview Capital GenPar | 0 | 0 | 0 | 0 | 0 | 0% |
| Sageview Capital MGP | 0 | 0 | 0 | 0 | 0 | 0% |
| Sageview Capital | 0 | 0 | 0 | 0 | 0 | 0.4% |
| Edward A. Gilhuly | 325,622 | 0 | 325,622 | 0 | 325,622 | 0.4% |
| Scott M. Stuart | 269,556 | 0 | 269,556 | 0 | 269,556 |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2
(Amendment No. 1)*
Avalara, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
05338G106
(CUSIP Number)
Dino Verardo
Sageview Capital, L.P.
55 Railroad Avenue
Greenwich, CT 06830
Tel. No.: 203-625-4215
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
with a copy to
Raphael M. Russo, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, New York 10019-6064
December 31, 2019
(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 person’s initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on 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 | SCHEDULE 13G | Page 2 of 23 |
| 1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Sageview Avalara Partners, L.P. | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☒ (b) ☐ |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 |
| 6 | SHARED VOTING POWER 0 | |
| 7 | SOLE DISPOSITIVE POWER 0 | |
| 8 | SHARED DISPOSITIVE POWER 0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0% | |
| 12 | TYPE OF REPORTING PERSON PN | |
| CUSIP No. 05338G106 | SCHEDULE 13G | Page 3 of 23 |
| 1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Sageview Avalara Partners I, L.P. | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☒ (b) ☐ |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 |
| 6 | SHARED VOTING POWER 0 | |
| 7 | SOLE DISPOSITIVE POWER 0 | |
| 8 | SHARED DISPOSITIVE POWER 0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0 | |
| 12 | TYPE OF REPORTING PERSON PN | |
| CUSIP No. 05338G106 | SCHEDULE 13G | Page 4 of 23 |
| 1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Sageview Capital Master, L.P. | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☒ (b) ☐ |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 |
| 6 | SHARED VOTING POWER 0 | |
| 7 | SOLE DISPOSITIVE POWER 0 | |
| 8 | SHARED DISPOSITIVE POWER 0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0% | |
| 12 | TYPE OF REPORTING PERSON PN | |
| CUSIP No. 05338G106 | SCHEDULE 13G | Page 5 of 23 |
| 1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Sageview Capital Partners (A), L.P. | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☒ (b) ☐ |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 |
| 6 | SHARED VOTING POWER 0 | |
| 7 | SOLE DISPOSITIVE POWER 0 | |
| 8 | SHARED DISPOSITIVE POWER 0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0% | |
| 12 | TYPE OF REPORTING PERSON PN | |
| CUSIP No. 05338G106 | SCHEDULE 13G | Page 6 of 23 |
| 1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Sageview Capital Partners (B), L.P. | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☒ (b) ☐ |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 |
| 6 | SHARED VOTING POWER 0 | |
| 7 | SOLE DISPOSITIVE POWER 0 | |
| 8 | SHARED DISPOSITIVE POWER 0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0% | |
| 12 | TYPE OF REPORTING PERSON PN | |
| CUSIP No. 05338G106 | SCHEDULE 13G | Page 7 of 23 |
| 1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Sageview Partners (C) (Master), L.P. | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☒ (b) ☐ |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 |
| 6 | SHARED VOTING POWER 0 | |
| 7 | SOLE DISPOSITIVE POWER 0 | |
| 8 | SHARED DISPOSITIVE POWER 0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0% | |
| 12 | TYPE OF REPORTING PERSON PN | |
| CUSIP No. 05338G106 | SCHEDULE 13G | Page 8 of 23 |
| 1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Sageview Capital GenPar, Ltd. | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☒ (b) ☐ |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 |
| 6 | SHARED VOTING POWER 0 | |
| 7 | SOLE DISPOSITIVE POWER 0 | |
| 8 | SHARED DISPOSITIVE POWER 0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0% | |
| 12 | TYPE OF REPORTING PERSON PN | |
| CUSIP No. 05338G106 | SCHEDULE 13G | Page 9 of 23 |
| 1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Sageview Capital GenPar, L.P. | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☒ (b) ☐ |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 |
| 6 | SHARED VOTING POWER 0 | |
| 7 | SOLE DISPOSITIVE POWER 0 | |
| 8 | SHARED DISPOSITIVE POWER 0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0% | |
| 12 | TYPE OF REPORTING PERSON PN | |
| CUSIP No. 05338G106 | SCHEDULE 13G | Page 10 of 23 |
| 1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Sageview Capital MGP, LLC | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☒ (b) ☐ |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 |
| 6 | SHARED VOTING POWER 0 | |
| 7 | SOLE DISPOSITIVE POWER 0 | |
| 8 | SHARED DISPOSITIVE POWER 0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0% | |
| 12 | TYPE OF REPORTING PERSON OO | |
| CUSIP No. 05338G106 | SCHEDULE 13G | Page 11 of 23 |
| 1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Sageview Capital, L.P. | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☒ (b) ☐ |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 |
| 6 | SHARED VOTING POWER 0 | |
| 7 | SOLE DISPOSITIVE POWER 0 | |
| 8 | SHARED DISPOSITIVE POWER 0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0% | |
| 12 | TYPE OF REPORTING PERSON PN | |
| CUSIP No. 05338G106 | SCHEDULE 13G | Page 12 of 23 |
| 1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Edward A. Gilhuly | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☒ (b) ☐ |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 325,622 |
| 6 | SHARED VOTING POWER 0 | |
| 7 | SOLE DISPOSITIVE POWER 325,622 | |
| 8 | SHARED DISPOSITIVE POWER 0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 325,622 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.4% | |
| 12 | TYPE OF REPORTING PERSON IN | |
| CUSIP No. 05338G106 | SCHEDULE 13G | Page 13 of 23 |
| 1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Scott M. Stuart | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☒ (b) ☐ |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 269,556 |
| 6 | SHARED VOTING POWER 0 | |
| 7 | SOLE DISPOSITIVE POWER 269,556 | |
| 8 | SHARED DISPOSITIVE POWER 0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 269,556 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.4% | |
| 12 | TYPE OF REPORTING PERSON IN | |
| CUSIP No. 05338G106 | SCHEDULE 13G | Page 14 of 23 |
| Item 1. | (a) | Name of Issuer | |
| | | | |
| | | Avalara, Inc., a Washington corporation (the “Issuer”) | |
| | | ||
| | (b) | Address of Issuer’s Principal Executive Offices | |
| | | | |
| | | 255 South King Street, Suite 1800 Seattle, WA 98104 | |
| | | ||
| Item 2. | (a) | Name of Person Filing | |
| | | | |
| | | This Statement on Schedule 13G is being filed on behalf of the following persons (each, a “Reporting Person” and collectively, the “Reporting Persons”): | |
| | | ||
| | | (i) | Sageview Avalara Partners, L.P. (“SCA”) |
| | | | |
| | | (ii) | Sageview Avalara Partners I, L.P. (“SCAI”) |
| | | | |
| | | (iii) | Sageview Capital Master, L.P. (“Sageview Master”); |
| | | | |
| | | (iv) | Sageview Capital Partners (A), L.P. (“Sageview (A)”); |
| | | | |
| | | (v) | Sageview Capital Partners (B), L.P. (“Sageview (B)”); |
| | | | |
| | | (vi) | Sageview Partners (C) (Master), L.P. (“Sageview (C)”); |
| | | | |
| | | (vii) | Sageview Capital GenPar, Ltd. (“Sageview GenPar Ltd.”); |
| | | | |
| | | (viii) | Sageview Capital GenPar, L.P. (“Sageview GenPar”); |
| | | | |
| | | (ix) | Sageview Capital MGP, LLC (“Sageview MGP”); |
| | | | |
| | | (x) | Sageview Capital, L.P. (“Sageview Capital”); |
| | | | |
| | | (xi) | Edward A. Gilhuly; and |
| | | | |
| | | (xii) | Scott M. Stuart. |
| | | | |
| | (b) | Address of Principal Business Office or, if none, Residence; (c) Citizenship | |
| | | | |
| (i), (ii) Sageview Avalara Partners, L.P. (“SCA”) and Sageview Avalara Partners I, L.P. (“SCAI”) are Delaware limited partnerships engaged in the acquiring, holding and
disposing of investments in various companies. The principal business address of each of SCA and SCAI is 55 Railroad Avenue, Greenwich, Connecticut 06830. (iii) Sageview Master is a Cayman Islands exempted limited partnership formed in order to engage in the acquiring, holding and disposing of investments in various
companies. The principal business office of Sageview Master is 55 Railroad Avenue, Greenwich, Connecticut 06830. (iv), (v), (vi) Sageview (A), Sageview (B) and Sageview (C) (collectively, the “Shareholders”) are collectively the holders of 100% of the limited partner interest in
Sageview Master. Sageview (A) and Sageview (B) are Delaware limited partnerships and Sageview (C) is a Cayman Islands exempted limited partnership. The principal business office of each of the Shareholders is 55 Railroad Avenue, Greenwich,
Connecticut 06830. | |||
| CUSIP No. 05338G106 | SCHEDULE 13G | Page 15 of 23 |
| (vii) Sageview GenPar Ltd. is a Cayman Islands exempted limited partnership formed to act as the general partner of SCA, SCAI, Sageview Master and each of the
Shareholders. The principal business office of Sageview GenPar Ltd. is 55 Railroad Avenue, Greenwich, Connecticut 06830. (viii) Sageview GenPar is a Delaware limited partnership formed to be the sole owner of Sageview GenPar Ltd. The principal business office of Sageview GenPar is 55
Railroad Avenue, Greenwich, Connecticut 06830. Sageview MGP is the general partner of Sageview GenPar. (ix) Sageview MGP is a Delaware limited liability company formed to act as the general partner of Sageview GenPar. The principal business office of Sageview MGP is 55
Railroad Avenue, Greenwich, Connecticut 06830. The managing members and controlling persons of Sageview MGP are Scott M. Stuart and Edward A. Gilhuly. (x) Sageview Capital is a Delaware limited partnership and the investment adviser to SCA, SCAI and each of the Shareholders. (xi), (xii) Mr. Gilhuly is a managing member and controlling person of Sageview MGP. Mr. Gilhuly is a United States citizen whose business address is c/o Sageview
Capital, L.P., 245 Lytton Ave, Suite 250, Palo Alto, California 94301. Mr. Gilhuly’s principal occupation is to act as Co-President of Sageview Management, LLC, the general partner of Sageview Capital (“Sageview Management”). Mr. Stuart is a
managing member and controlling person of Sageview MGP. Mr. Stuart is a United States citizen whose business address is 55 Railroad Avenue, Greenwich, Connecticut, 06830. Mr. Stuart’s principal occupation is to act as Co-President of Sageview
Management. As a managing member of Sageview MGP and Co-Presidents of Sageview Management, each of Messrs. Stuart and Gilhuly may be deemed to beneficially own any shares of common stock that Sageview MGP and Sageview Capital may beneficially
own or be deemed to beneficially own. Each such individual disclaims beneficial ownership of such shares. Neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an
admission that any Reporting Person is the beneficial owner of the common stock referred to herein for purposes of Section 13(g) of the Exchange Act or for any other purpose, and such beneficial ownership is expressly disclaimed. | ||
| | (d) | Title of Class of Securities |
| | | |
| | | Common stock, par value $0.0001 per share (the “Shares”) |
| | | |
| | (e) | CUSIP Number |
| | | |
| | | 05338G106 |
| | | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| | | |
| | Not applicable. | |
| CUSIP No. 05338G106 | SCHEDULE 13G | Page 16 of 23 |
| Item 4. | Ownership | ||
| | All ownership percentages set forth herein assume that there are 76,941,547 Shares outstanding, representing the total number of Shares reported
outstanding as of October 31, 2019 in the Quarterly Report of the Issuer filed on Form 10-Q with the Securities and Exchange Commission (the “SEC”) for the period ended September 30, 2019. | ||
| | | ||
| | (a) | Amount Beneficially Owned | |
| | | | |
| | | See row 9 of cover page of each reporting person | |
| | | ||
| | (b) | Percent of Class | |
| | | | |
| | | See row 11 of cover page of each reporting person | |
| | | ||
| | (c) | Number of Shares as to which such person has | |
| | | | |
| | | (i) | sole power to vote or to direct the vote: See row 5 of cover page of each reporting person |
| | | | |
| | | (ii) | shared power to vote or to direct the vote: See row 6 of cover page of each reporting person |
| | | | |
| | | (iii) | sole power to dispose or to direct the disposition of: See row 7 of cover page of each reporting person |
| | | | |
| | | (iv) | shared power to dispose or to direct the disposition of: See row 8 of cover page of each reporting person |
| | | | |
| 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 5 percent of the
class of securities, check the following box ☒. | ||
| | | ||
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person | ||
| | | ||
| | Not applicable. | ||
| CUSIP No. 05338G106 | SCHEDULE 13G | Page 17 of 23 |
| 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 |
| | |
| | Not applicable. |
| | |
| Item 9. | Notice of Dissolution of Group |
| | |
| | Not applicable. |
| | |
| Item 10. | Certifications |
| | |
| | Not applicable. |
| | |
| CUSIP No. 05338G106 | SCHEDULE 13G | Page 18 of 23 |
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, we certify that
the information set forth in this statement is true, complete and correct.
Date: February 11, 2020
| | SAGEVIEW AVALARA PARTNERS, L.P. | | |
| | | | |
| | By: | Sageview Capital GenPar, Ltd., its General Partner | |
| | | | |
| | By: | /s/ Edward A. Gilhuly | |
| | | Name: Edward A. Gilhuly | |
| | | Title: Director | |
| | | | |
| | SAGEVIEW AVALARA PARTNERS I, L.P. | | |
| | | | |
| | By: | Sageview Capital GenPar, Ltd., its General Partner | |
| | | | |
| | By: | /s/ Edward A. Gilhuly | |
| | | Name: Edward A. Gilhuly | |
| | | Title: Director | |
| | | | |
| | SAGEVIEW CAPITAL MASTER, L.P. | | |
| | | | |
| | By: | Sageview Capital GenPar, Ltd., its General Partner | |
| | | | |
| | By: | /s/ Edward A. Gilhuly | |
| | | Name: Edward A. Gilhuly | |
| | | Title: Director | |
| | | | |
| | SAGEVIEW CAPITAL PARTNERS (A), L.P. | | |
| | | | |
| | By: | Sageview Capital GenPar, Ltd., its General Partner | |
| | | | |
| | By: | /s/ Edward A. Gilhuly | |
| | | Name: Edward A. Gilhuly | |
| | | Title: Director | |
| | | | |
| | SAGEVIEW CAPITAL PARTNERS (B), L.P. | | |
| | | | |
| | By: | Sageview Capital GenPar, Ltd., its General Partner | |
| | | | |
| | By: | /s/ Edward A. Gilhuly | |
| | | Name: Edward A. Gilhuly | |
| | | Title: Director | |
| | | | |
| CUSIP No. 05338G106 | SCHEDULE 13G | Page 19 of 23 |
| | SAGEVIEW PARTNERS (C) (MASTER), L.P. | | |
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| | By: | Sageview Capital GenPar, Ltd., its General Partner | |
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| | By: | /s/ Edward A. Gilhuly | |
| | | Name: Edward A. Gilhuly | |
| | | Title: Director | |
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| | SAGEVIEW CAPITAL GENPAR, LTD. | | |
| | | | |
| | By: | /s/ Edward A. Gilhuly | |
| | | Name: Edward A. Gilhuly | |
| | | Title: Director | |
| | | | |
| | SAGEVIEW CAPITAL GENPAR, L.P. | | |
| | | | |
| | By: | Sageview Capital MGP, LLC, its General Partner | |
| | | | |
| | By: | /s/ Edward A. Gilhuly | |
| | | Name: Edward A. Gilhuly | |
| | | Title: Co-President | |
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| CUSIP No. 05338G106 | SCHEDULE 13G | Page 20 of 23 |
| | SAGEVIEW CAPITAL MGP, LLC | | |
| | | | |
| | By: | /s/ Edward A. Gilhuly | |
| | | Name: Edward A. Gilhuly | |
| | | Title: Co-President | |
| | | | |
| | SAGEVIEW CAPITAL, L.P. | | |
| | | | |
| | By: | Sageview Management, LLC, its General Partner | |
| | | | |
| | By: | /s/ Edward A. Gilhuly | |
| | | Name: Edward A. Gilhuly | |
| | | Title: Director | |
| | | | |
| | /s/ Edward A. Gilhuly | | |
| | EDWARD A. GILHULY | | |
| | | | |
| | /s/ Scott M. Stuart | | |
| | SCOTT M. STUART | | |
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| CUSIP No. 05338G106 | SCHEDULE 13G | Page 21 of 23 |
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as
amended, the persons named below agree to the joint filing on behalf of each of them of this Schedule 13G. This Joint Filing Agreement shall be included as an Exhibit to such joint filing. In evidence thereof, each of the undersigned, being duly
authorized, hereby executed this Agreement.
Date: February
11, 2020
| | SAGEVIEW AVALARA PARTNERS, L.P. | | |
| | | | |
| | By: | Sageview Capital GenPar, Ltd., its General Partner | |
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| | By: | /s/ Edward A. Gilhuly | |
| | | Name: Edward A. Gilhuly | |
| | | Title: Director | |
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| | SAGEVIEW AVALARA PARTNERS I, L.P. | | |
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| | By: | Sageview Capital GenPar, Ltd., its General Partner | |
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| | By: | /s/ Edward A. Gilhuly | |
| | | Name: Edward A. Gilhuly | |
| | | Title: Director | |
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| | SAGEVIEW CAPITAL MASTER, L.P. | | |
| | | | |
| | By: | Sageview Capital GenPar, Ltd., its General Partner | |
| | | | |
| | By: | /s/ Edward A. Gilhuly | |
| | | Name: Edward A. Gilhuly | |
| | | Title: Director | |
| | | | |
| | SAGEVIEW CAPITAL PARTNERS (A), L.P. | | |
| | | | |
| | By: | Sageview Capital GenPar, Ltd., its General Partner | |
| | | | |
| | By: | /s/ Edward A. Gilhuly | |
| | | Name: Edward A. Gilhuly | |
| | | Title: Director | |
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| | SAGEVIEW CAPITAL PARTNERS (B), L.P. | | |
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| | By: | Sageview Capital GenPar, Ltd., its General Partner | |
| | | | |
| | By: | /s/ Edward A. Gilhuly | |
| | | Name: Edward A. Gilhuly | |
| | | Title: Director | |
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| CUSIP No. 05338G106 | SCHEDULE 13G | Page 22 of 23 |
| | SAGEVIEW PARTNERS (C) (MASTER), L.P. | | |
| | | | |
| | By: | Sageview Capital GenPar, Ltd., its General Partner | |
| | | | |
| | By: | /s/ Edward A. Gilhuly | |
| | | Name: Edward A. Gilhuly | |
| | | Title: Director | |
| | | | |
| | SAGEVIEW CAPITAL GENPAR, LTD. | | |
| | | | |
| | By: | /s/ Edward A. Gilhuly | |
| | | Name: Edward A. Gilhuly | |
| | | Title: Director | |
| | | | |
| | SAGEVIEW CAPITAL GENPAR, L.P. | | |
| | | | |
| | By: | Sageview Capital MGP, LLC, its General Partner | |
| | | | |
| | By: | /s/ Edward A. Gilhuly | |
| | | Name: Edward A. Gilhuly | |
| | | Title: Co-President | |
| | | | |
| CUSIP No. 05338G106 | SCHEDULE 13G | Page 23 of 23 |
| | SAGEVIEW CAPITAL MGP, LLC | | |
| | | | |
| | By: | /s/ Edward A. Gilhuly | |
| | | Name: Edward A. Gilhuly | |
| | | Title: Co-President | |
| | | | |
| | SAGEVIEW CAPITAL, L.P. | | |
| | | | |
| | By: | Sageview Management, LLC, its General Partner | |
| | | | |
| | By: | /s/ Edward A. Gilhuly | |
| | | Name: Edward A. Gilhuly | |
| | | Title: Director | |
| | | | |
| | /s/ Edward A. Gilhuly | | |
| | EDWARD A. GILHULY | | |
| | | | |
| | /s/ Scott M. Stuart | | |
| | SCOTT M. STUART | | |
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