Level Equity Associates, LLC - Dec 7, 2021 Form 3 Insider Report for Vacasa, Inc. (VCSA)

Role: Director, 10%+ Owner
Signature: Level Equity Associates, LLC By: /s/ Nathan Linn, Chief Operating Officer
Stock symbol: VCSA
Transactions as of: Dec 7, 2021
Transactions value $: $0
Form type: 3
Date filed: 12/7/2021, 08:49 PM

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	VCSA	Class A Common Stock						6.52M	Dec 7, 2021	See note	F1, 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	33.6M		See note	F1, F2, F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The non-derivative securities and derivative securities reported herein consist of (i) 901,795 shares of Class A Common Stock and 6,522,894 Vacasa Holdings Units held by Level Equity Opportunities Fund 2015, L.P., (ii) 868,798 shares of Class A Common Stock and 5,430,421 Vacasa Holdings Units held by Level Equity Opportunities Fund 2018, L.P., (iii) 4,553,127 shares of Class A Common Stock held by LEGP II AIV(B), L.P., (iv) 43,661 shares of Class A Common Stock and 4,693,350 Vacasa Holdings Units held by LEGP I VCS, LLC, (v) 113,911 shares of Class A Common Stock and 12,244,835 Vacasa Holdings Units held by LEGP II VCS, LLC, and (vi) 43,437 shares of Class A Common Stock and 4,669,227 Vacasa Holdings Units held by Level Equity -VCS Investors, LLC (i) to (vi) collectively, the "LE Stockholders").
F2	The general partner of each of Level Equity Opportunities Fund 2015, L.P. and LEGP II AIV(B), L.P. is Level Equity Partners II (GP), L.P. The general partner of Level Equity Partners II (GP), L.P. is Level Equity Associates II, LLC. The general partner of Level Equity Opportunities Fund 2018, L.P. is Level Equity Partners IV (GP), L.P. The general partner of Level Equity Partners IV (GP), L.P. is Level Equity Associates IV, LLC. The sole member of LEGP I VCS, LLC is Level Equity Growth Partners I, L.P. The general partner of Level Equity Growth Partners I, L.P. is Level Equity Partners (GP), LLC. The managing member of Level Equity Partners (GP), LLC is Level Equity Professionals, L.P. The general partner of Level Equity Professionals, L.P. is Level Equity Associates, LLC. The sole member of LEGP II VCS, LLC is LEGP II AIV(NB), L.P.
F3	(continued form footnote 2) The general partner of Level Equity Partners II (GP), L.P. is Level Equity Associates II, LLC. The sole manager of Level Equity - VCS Investors, LLC is Level Equity Management, LLC. The managing members of each of Level Equity Associates, LLC, Level Equity Associates II, LLC, Level Equity Associates IV, LLC and Level Equity Management, LLC are Benjamin Levin and George McCulloch. Each Reporting Person disclaims Section 16 beneficial ownership of the securities held by the LE Stockholders, except to the extent of its or his pecuniary interest therein, if any, and this report shall not be deemed to be an admission that it or he has beneficial ownership of such securities for Section 16 or any other purpose.
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:

(a) Benjamin Levin, who is one of the two managing members of each of Level Equity Associates, LLC, Level Equity Associates II, LLC, Level Equity Associates IV, LLC and Level Equity Management, LLC, is a member of the Issuer's Board of Directors (the "Board"). Mr. Levin has been deputized to represent the Reporting Persons on the Board. By virtue of this representation, for purposes of Section 16 of the Securities Exchange Act of 1934, each of the Reporting Persons may be deemed directors by deputization of the Issuer. Mr. Levin has filed a separate Section 16 report disclosing securities of the Issuer that he may be deemed to beneficially own for Section 16 purposes.