RW Industrious Blocker L.P. - Dec 7, 2021 Form 3/A - Amendment Insider Report for Vacasa, Inc. (VCSA)

Role
10%+ Owner
Signature
By: /s/ Jeffrey T. Parks, Director of Riverwood Capital GP II Ltd., general partner of Riverwood Capital II L.P., general partner of RW Industrious Blocker L.P.
Stock symbol
VCSA
Transactions as of
Dec 7, 2021
Transactions value $
$0
Form type
3/A - Amendment
Date filed
2/14/2022, 05:16 AM
Date Of Original Report
Dec 7, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding VCSA Class A Common Stock 16.5M Dec 7, 2021 Held through RW Industrious Blocker L.P. F1
holding VCSA Class A Common Stock 696K Dec 7, 2021 Held through RCP III (A) Blocker Feeder L.P. F2
holding VCSA Class A Common Stock 5.56M Dec 7, 2021 Held through RCP III Blocker Feeder L.P. F2
holding VCSA Class A Common Stock 136K Dec 7, 2021 Held through RW Vacasa AIV L.P. F1
holding VCSA Class A Common Stock 75.3K Dec 7, 2021 Held through Riverwood Capital Partners II (Parallel-B) L.P. F1
holding VCSA Class A Common Stock 44K Dec 7, 2021 Held through RCP III Vacasa AIV L.P. F2
holding VCSA Class A Common Stock 13.4K Dec 7, 2021 Held through RCP III (A) Vacasa AIV L.P. F2
holding VCSA Class A Common Stock 33K Dec 7, 2021 Held through Riverwood Capital Partners III (Parallel-B) L.P. F2

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 Units of Vacasa Holdings, LLC Dec 7, 2021 Class A Common Stock 14.6M Held through RW Vacasa AIV L.P. F1, F3
holding VCSA Units of Vacasa Holdings, LLC Dec 7, 2021 Class A Common Stock 8.1M Held through Riverwood Capital Partners II (Parallel-B) L.P. F1, F3
holding VCSA Units of Vacasa Holdings, LLC Dec 7, 2021 Class A Common Stock 4.73M Held through RCP III Vacasa AIV L.P. F2, F3
holding VCSA Units of Vacasa Holdings, LLC Dec 7, 2021 Class A Common Stock 1.44M Held through RCP III (A) Vacasa AIV L.P. F2, F3
holding VCSA Units of Vacasa Holdings, LLC Dec 7, 2021 Class A Common Stock 3.55M Held through Riverwood Capital Partners III (Parallel-B) L.P. F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 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.
F3 Units of Vacasa Holdings, LLC 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 exchangeable 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. 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:

This Form 3 amendment is being filed to correct the number of shares of Class A Common Stock and Units of Vacasa Holdings, LLC beneficially owned by the Reporting Persons. This Form 3 amendment is also being filed to include certain beneficial owners previously not included in the original Form 3 as Reporting Persons. Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 3 amendment. Jeffrey T. Parks is a member of the board of directors of 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. 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.