Eric Breon - May 12, 2023 Form 4 Insider Report for Vacasa, Inc. (VCSA)

Role: 10%+ Owner
Signature: By: /s/ Jake Bolland
Stock symbol: VCSA
Transactions as of: May 12, 2023
Transactions value $: $0
Form type: 4
Date filed: 6/20/2023, 04:56 PM
Previous filing: Mar 21, 2023
Next filing: Jun 9, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	VCSA	Class A Common Stock	Options Exercise	$0	+2.03M	+253.87%	$0.00	2.83M	May 12, 2023	Held through Mossytree Inc.	F1, F2
holding	VCSA	Class A Common Stock						34K	May 12, 2023	Direct

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
transaction	VCSA	Vacasa Holdings Units	Options Exercise	$0	-2.03M	-3.39%	$0.00	57.9M	May 12, 2023	Class A Common Stock	2.03M		Held through Mossytree Inc.	F1, F2

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

Explanation of Responses:

Id	Content
F1	1.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.
F2	Eric Breon is the President of Mossytree Inc. As a result, Mr. Breon may be deemed to share beneficial ownership of the shares held directly by Mossytree Inc.

Content

1.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.

Eric Breon is the President of Mossytree Inc. As a result, Mr. Breon may be deemed to share beneficial ownership of the shares held directly by Mossytree Inc.