| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | VCSA | Class A Common Stock | Award | $0 | +34K | $0.00 | 34K | May 24, 2022 | Direct | F1, F2, F3, F4 | |
| holding | VCSA | Class A Common Stock | 16.5M | May 24, 2022 | Held through RW Industrious Blocker L.P. | F5 | |||||
| holding | VCSA | Class A Common Stock | 696K | May 24, 2022 | Held through RCP III (A) Blocker Feeder L.P. | F6 | |||||
| holding | VCSA | Class A Common Stock | 5.56M | May 24, 2022 | Held through RCP III Blocker Feeder L.P. | F6 | |||||
| holding | VCSA | Class A Common Stock | 136K | May 24, 2022 | Held through RW Vacasa AIV L.P. | F5 | |||||
| holding | VCSA | Class A Common Stock | 75.3K | May 24, 2022 | Held through Riverwood Capital Partners II (Parallel-B) L.P. | F5 | |||||
| holding | VCSA | Class A Common Stock | 44K | May 24, 2022 | Held through RCP III Vacasa AIV L.P. | F6 | |||||
| holding | VCSA | Class A Common Stock | 13.4K | May 24, 2022 | Held through RCP III (A) Vacasa AIV L.P. | F6 | |||||
| holding | VCSA | Class A Common Stock | 33K | May 24, 2022 | Held through Riverwood Capital Partners III (Parallel-B) L.P. | F6 |
| 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 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 | Represents an award of restricted stock units (the "RSUs"), which vests in full on the earlier of (i) the first anniversary of the grant date and (ii) immediately before the next annual meeting of the stockholders of the Issuer following the grant date. Each RSU represents a contingent right to receive one share of Issuer's Class A Common Stock. |
| F4 | 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. |
| F5 | 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. |
| F6 | 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. |
Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 3 amendment. The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act.