Jon Winkelried - Jan 12, 2022 Form 3 Insider Report for Vacasa, Inc. (VCSA)

Role: 10%+ Owner
Signature: /s/ Gerald Neugebauer on behalf of Jon Winkelried (5)
Stock symbol: VCSA
Transactions as of: Jan 12, 2022
Transactions value $: $0
Form type: 3
Date filed: 1/21/2022, 05:10 PM
Next filing: Jan 13, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	VCSA	Class A Common Stock						4.38M	Jan 12, 2022	See Explanation of Responses	F1, F3, F4

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	Class G Common Stock							Jan 12, 2022	Class A Common Stock	6.33M		See Explanation of Responses	F1, F2, F4

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

Explanation of Responses:

Id	Content
F1	On January 12, 2022, in connection with TPG Inc.'s initial public offering, TPG Inc. engaged in certain transactions as part of a corporate reorganization. As a result of the reorganization, Mr. Jon Winkelried (the "Reporting Person") may be deemed to beneficially own the (i) shares of Class A Common Stock, par value $0.00001 per share ("Class A Shares"), of Vacasa, Inc. (the "Issuer") held by each of TPG Pace Solutions Sponsor, Series LLC ("TPG Pace Solutions Sponsor") and Tarrant Remain Co III, L.P. ("RemainCo") and (ii) shares of Class G Common Stock, par value $0.00001 per share ("Class G Shares"), of the Issuer held by TPG Pace Solutions Sponsor. The Reporting Person disclaims beneficial ownership of the securities of the Issuer held by TPG Pace Solutions Sponsor and RemainCo, except to the extent of his pecuniary interest therein, if any.
F2	Pursuant to the Issuer's Amended and Restated Certificate of Incorporation, the Class G Shares will automatically convert into Class A Shares only to the extent the trading price of the Class A Shares exceeds certain thresholds or in the event of a change of control transaction, in each case subject to adjustment. Any Class G Shares that remain issued and outstanding on December 6, 2031 will automatically be transferred to the Issuer for no consideration and will be retired.
F3	Excluding Class A Shares and Class G Shares directly held by TPG Pace Solutions Sponsor and RemainCo, Mr. Winkelried holds directly or indirectly 100,000 Class A Shares.
F4	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 Person is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any equity securities in excess of his pecuniary interest.

Remarks:

5. Gerald Neugebauer is signing on behalf of Mr. Winkelried pursuant to an authorization and designation letter dated October 20, 2020, which was previously filed with the Securities and Exchange Commission.