| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | VCSA | Class A Common Stock | Conversion of derivative security | +584K | +8600.22% | 590K | Mar 11, 2025 | Held through RW Vacasa AIV L.P. | F1, F2, F3, F4 | ||
| transaction | VCSA | Class A Common Stock | Conversion of derivative security | +324K | +8599.58% | 328K | Mar 11, 2025 | Held through Riverwood Capital Partners II (Parallel-B) L.P. | F3, F4 | ||
| transaction | VCSA | Class A Common Stock | Conversion of derivative security | +189K | +8603.18% | 191K | Mar 11, 2025 | Held through RCP III Vacasa AIV L.P. | F3, F5 | ||
| transaction | VCSA | Class A Common Stock | Conversion of derivative security | +142K | +8603.27% | 144K | Mar 11, 2025 | Held through Riverwood Capital Partners III (Parallel-B) L.P. | F3, F5 | ||
| transaction | VCSA | Class A Common Stock | Conversion of derivative security | +57.6K | +8602.39% | 58.2K | Mar 11, 2025 | Held through RCP III (A) Vacasa AIV L.P. | F3, F5 | ||
| holding | VCSA | Class A Common Stock | 825K | Mar 11, 2025 | Held through RW Industrious Blocker L.P. | F4 | |||||
| holding | VCSA | Class A Common Stock | 34.8K | Mar 11, 2025 | Held through RCP III (A) Blocker Feeder L.P. | F5 | |||||
| holding | VCSA | Class A Common Stock | 278K | Mar 11, 2025 | Held through RCP III Blocker Feeder L.P. | F5 | |||||
| holding | VCSA | Class A Common Stock | 30.4K | Mar 11, 2025 | Direct | F6 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | VCSA | Units of Vacasa Holdings, LLC | Conversion of derivative security | -584K | -80% | 146K | Mar 11, 2025 | Class A Common Stock | 584K | Held through RW Vacasa AIV L.P. | F3, F4 | |||
| transaction | VCSA | Units of Vacasa Holdings, LLC | Conversion of derivative security | -324K | -80% | 81K | Mar 11, 2025 | Class A Common Stock | 324K | Held through Riverwood Capital Partners II (Parallel-B) L.P. | F3, F4 | |||
| transaction | VCSA | Units of Vacasa Holdings, LLC | Conversion of derivative security | -189K | -80% | 47.3K | Mar 11, 2025 | Class A Common Stock | 189K | Held through RCP III Vacasa AIV L.P. | F3, F5 | |||
| transaction | VCSA | Units of Vacasa Holdings, LLC | Conversion of derivative security | -142K | -80% | 35.5K | Mar 11, 2025 | Class A Common Stock | 142K | Held through Riverwood Capital Partners III (Parallel-B) L.P. | F3, F5 | |||
| transaction | VCSA | Units of Vacasa Holdings, LLC | Conversion of derivative security | -57.6K | -80% | 14.4K | Mar 11, 2025 | Class A Common Stock | 57.6K | Held through RCP III (A) Vacasa AIV L.P. | F3, F5 |
| Id | Content |
|---|---|
| F1 | This Form 4 is filed by Jeffrey T. Parks and RW Vacasa AIV L.P., Riverwood Capital Partners II (Parallel-B) L.P., RW Industrious Blocker L.P., Riverwood Capital II L.P., Riverwood Capital GP II Ltd., RCP III Vacasa AIV L.P., RCP III (A) Vacasa AIV L.P., Riverwood Capital Partners III (Parallel-B) L.P., RCP III Blocker Feeder L.P., RCP III (A) Blocker Feeder L.P., Riverwood Capital III L.P., and Riverwood Capital GP III Ltd. (collectively, the "Riverwood Entities"). Mr. Parks is a member of the board of directors of Vacasa, Inc. (the "Issuer") and a member of the investment committees of Riverwood Capital II L.P. and Riverwood Capital III L.P. and a shareholder of Riverwood Capital GP II Ltd. and Riverwood Capital GP III Ltd. |
| F2 | (Continued from Footnote 1) This filing shall not be deemed an admission that the Reporting Persons are beneficial owners of all securities covered by this filing for purposes of Section 16 of the Exchange Act or otherwise, and each Reporting Person disclaims beneficial ownership of these securities, except to the extent of such Reporting Person's pecuniary interest therein, if any. |
| F3 | Pursuant to the terms of the limited liability company agreement of Vacasa Holdings, LLC, limited liability company units of Vacasa Holdings, LLC and an equal number of paired shares of Class B Common Stock are together redeemable by the holder on a one-for-one basis for, at the option of the Issuer into (i) one share of Common Stock, subject to conversion rate adjustments for stock splits, stock dividends, reclassification and other similar transactions or (ii) an equivalent amount of cash. Upon redemption, Vacasa Holdings, LLC will cancel and retire for no consideration the redeemed shares of Class B Common Stock. Shares of Class B Common Stock of the Issuer have no economic rights and each share of Class B Common Stock entitles its holder to 1 vote per share. |
| F4 | The general partner of RW Vacasa AIV L.P., Riverwood Capital Partners II (Parallel-B) L.P. and RW Industrious Blocker L.P. is Riverwood Capital II L.P. The general partner of Riverwood Capital II L.P. is Riverwood Capital GP II Ltd. Riverwood Capital II L.P. and Riverwood Capital GP II Ltd. may be deemed to beneficially own the securities directly held by RW Vacasa AIV L.P., Riverwood Capital Partners II (Parallel-B) L.P., and RW Industrious Blocker L.P. |
| F5 | The general partner of RCP III Vacasa AIV L.P., RCP III (A) Vacasa AIV L.P., Riverwood Capital Partners III (Parallel-B) L.P., RCP III Blocker Feeder L.P. and RCP III (A) Blocker Feeder L.P. is Riverwood Capital III L.P. The general partner of Riverwood Capital III L.P. is Riverwood Capital GP III Ltd. Riverwood Capital III L.P. and Riverwood Capital GP III Ltd. may be deemed to beneficially own the securities directly held by RCP III Vacasa AIV L.P., RCP III (A) Vacasa AIV L.P., Riverwood Capital Partners III (Parallel-B) L.P., RCP III Blocker Feeder L.P. and RCP III (A) Blocker Feeder L.P. |
| F6 | These securities are held by Mr. Parks for the benefit of one or more of the Riverwood Entities and/or certain of their affiliates (collectively, "Riverwood"). Mr. Parks is obligated to transfer the underlying shares upon vesting and settlement of the RSUs or any proceeds from the sale thereof as directed by Riverwood. Mr. Parks disclaims beneficial ownership of these securities except to the extent of any pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities by Mr. Parks for purposes of Section 16 or any other purposes. |
Ownership reported in this Form 4 filing reflects the 1-for-20 reverse stock split completed on October 2, 2023. Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 4. The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act.