Slta V (Gp), L.L.C. - Dec 7, 2021 Form 3 Insider Report for Vacasa, Inc. (VCSA)

Role
Director, 10%+ Owner
Signature
By: /s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C.
Stock symbol
VCSA
Transactions as of
Dec 7, 2021
Transactions value $
$0
Form type
3
Date filed
12/7/2021, 08:10 PM
Previous filing
Dec 8, 2021
Next filing
Oct 31, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding VCSA Class A Common Stock 62M Dec 7, 2021 Held through SLP V Venice Feeder I, L.P. F1, F3
holding VCSA Class A Common Stock 450K Dec 7, 2021 Held through SLP Venice Holdings, L.P. F2, 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
holding VCSA Vacasa Holdings Units Dec 7, 2021 Class A Common Stock 48.4M Held through SLP Venice Holdings, L.P. F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents securities held by SLP V Venice Feeder I, L.P.
F2 Represents securities held by SLP Venice Holdings, L.P.
F3 SLP V Aggregator GP, L.L.C. ("SLP V GP") is the general partner of SLP Venice Holdings, L.P. Silver Lake Technology Associates V, L.P. ("SLTA V") is the managing member of SLP V GP and the general partner of SLP V Venice Feeder I, L.P. SLTA V (GP), L.L.C. ("SLTA V GP") is the general partner of SLTA V. Silver Lake Group, L.L.C. ("SLG") is the managing member of SLTA V GP. Messrs. Joerg Adams and Ryan Bone serve as members of the board of directors of Vacasa, Inc. (the "Issuer") and are employees of affiliates of SLG. Each of SLP V Venice Feeder I, L.P., SLP Venice Holdings, L.P., SLP V GP, SLTA V, SLTA V GP, and SLG may be deemed to be a director by deputization of the Issuer.
F4 The term "Vacasa Holdings Units" is used herein to represent limited liability company units of Vacasa Holdings, LLC and an equal number of paired shares of Class B common stock of the Issuer, which, pursuant to the limited liability company agreement of Vacasa Holdings, LLC, are together redeemable by the holder on a one-for-one basis for, at the option of the Issuer (i) a share of Class A 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, the Issuer will cancel and retire for no consideration the redeemed shares of Class B Common Stock and Vacasa Holdings LLC will register the Issuer as the owner of the redeemed Units. 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.

Remarks:

The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act. 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.