| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | TPGS | Class A Ordinary Shares | Disposed to Issuer | -770K | -100% | 0 | Dec 3, 2021 | See Explanation of Responses | F1, F3, F4, F5 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | TPGS | Class F Ordinary Shares | Disposed to Issuer | -3.01M | -100% | 0 | Dec 3, 2021 | Class A Ordinary Shares | 3.01M | See Explanation of Responses | F1, F2, F3, F4, F5 | |||
| transaction | TPGS | Class G Ordinary Shares | Disposed to Issuer | -6.33M | -100% | 0 | Dec 3, 2021 | Class A Ordinary Shares | 6.33M | See Explanation of Responses | F1, F2, F3, F4, F5 |
TPG Pace Solutions Sponsor, Series LLC is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | In connection with the merger of TPG Pace Solutions Corp. (the "Issuer") with and into Vacasa, Inc. ("Vacasa") pursuant to the Business Combination Agreement, as amended, dated as of July 28, 2021, each Class A Ordinary Share, par value $0.0001 per share ("Class A Shares"), of the Issuer, each Class F Ordinary Share, par value $0.0001 per share ("Class F Shares"), of the Issuer and each Class G Ordinary Share, par value $0.0001 per share ("Class G Shares"), of the Issuer held by TPG Pace Solutions Sponsor, Series LLC ("TPG Pace Solutions Sponsor") was automatically cancelled, extinguished and converted, on a one-for-one basis, into a share of Class A Common Stock, Class F Common Stock and Class G Common Stock, respectively, of Vacasa. |
| F2 | Pursuant to the Issuer's Memorandum and Articles of Association, as amended, (i) the Class F Shares were automatically convertible into Class A Shares at the time of the Issuer's initial business combination, and (ii) the Class G Shares were convertible into Class A Shares after the Issuer's initial business combination only to the extent the trading price of the Class A Shares exceeded certain thresholds or in the event of a change of control transaction, in each case subject to adjustment. |
| F3 | The managing member of TPG Pace Solutions Sponsor is TPG Pace Governance, LLC, which is controlled by David Bonderman, James G. Coulter and Karl Peterson (collectively with TPG Pace Solutions Sponsor, the "Reporting Persons"). |
| F4 | Because of the relationship among the Reporting Persons, the Reporting Persons may have been deemed to have beneficially owned the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of TPG Pace Solutions Sponsor. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any. |
| F5 | Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests. |
6. The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. 7. Gerald Neugebauer is signing on behalf of both Messrs. Bonderman and Coulter pursuant to authorization and designation letters dated February 26, 2020, which were previously filed with the Securities and Exchange Commission (the "Commission"). 8. Michael LaGatta is signing on behalf of Mr. Peterson pursuant to an authorization and designation letter dated March 30, 2020, which was previously filed with the Commission.