Chris Terrill - 30 Apr 2025 Form 4 Insider Report for Vacasa, Inc. (VCSA)

Role
Director
Signature
By: /s/ Rebecca Boyden, Attorney-in-Fact
Issuer symbol
VCSA
Transactions as of
30 Apr 2025
Transactions value $
$0
Form type
4
Filing time
01 May 2025, 16:15:54 UTC
Previous filing
17 Jun 2024
Next filing
08 May 2025
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction VCSA Class A Common Stock Conversion of derivative security +25.4K +72.27% 60.5K 30 Apr 2025 Direct F1, F2
transaction VCSA Class A Common Stock Disposed to Issuer -60.5K -100% 0 30 Apr 2025 Direct F1, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction VCSA Vacasa Employee Holdings LLC Interests Conversion of derivative security -8.16K -100% 0 30 Apr 2025 Vacasa Holdings Units 8.16K Direct F1, F2
transaction VCSA Vacasa Holdings Units Conversion of derivative security +8.16K +47.38% 25.4K 30 Apr 2025 Class A Common Stock 8.16K Direct F1, F2
transaction VCSA Vacasa Holdings Units Conversion of derivative security -25.4K -100% 0 30 Apr 2025 Class A Common Stock 25.4K Direct F1, F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Chris Terrill is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Pursuant to that certain Agreement and Plan of Merger, dated December 30, 2024 and amended on March 17, 2025 and March 28, 2025 (as amended to date, the "Merger Agreement"), by and among the Issuer, Vacasa Holdings LLC, Casago Holdings, LLC ("Parent"), Vista Merger Sub II Inc., a wholly owned subsidiary of Parent ("Company Merger Sub"), and Vista Merger Sub LLC, a wholly owned subsidiary of Parent ("LLC Merger Sub" and together with Company Merger Sub, "Merger Subs"), LLC Merger Sub merged with and into Vacasa Holdings LLC with Vacasa Holdings LLC surviving such merger as a subsidiary of Parent (the "LLC Merger"), and immediately after the LLC Merger, Company Merger Sub merged with and into the Issuer (the "Issuer Merger" and, together with the LLC Merger, the "Mergers"), with the Issuer surviving such merger as a wholly owned subsidiary of Parent and Vacasa Holdings LLC indirectly becoming a wholly owned subsidiary of Parent.
F2 Immediately prior to the LLC Merger, the Common Units of Vacasa Holdings LLC were redeemed pursuant to which such Common Units and such shares of Class B Common Stock were exchanged for shares of Class A Common Stock in accordance with the Vacasa LLC Agreement. The newly issued shares of Class A Common Stock are entitled to the Merger Consideration (as defined below).
F3 Upon consummation of the Company Merger, each (i) outstanding share of Class A Common Stock was automatically converted into the right to receive $5.30 in cash (the "Merger Consideration") and (ii) outstanding award of restricted stock units automatically converted into the right to receive the product of (a) the aggregate number of shares of Class A Common Stock underlying such award and (b) the Merger Consideration, subject to applicable vesting terms.