Source evidence Original filing metadata and source links for verification. 4 source fields
SEC form
4
Accepted by SEC
02 May 2025, 21:38:48 UTC
Prior SEC filing
13 Mar 2025
Source filing
View source filing
Reporting owner 1 detail
Reporting 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 Riverwood Capital Partners II (Parallel-B) L.P.

Key filing fact

Riverwood Capital Partners II (Parallel-B) L.P. filed Form 4 for Vacasa, Inc. (VCSA) on 02 May 2025.

Key facts

  • This page summarizes Riverwood Capital Partners II (Parallel-B) L.P.'s Form 4 filing for Vacasa, Inc. (VCSA).
  • 11 reported transactions and 5 derivative rows are listed below.
  • Accepted by SEC: 02 May 2025, 21:38.

Change

  • Previous filing in this sequence was filed on 13 Mar 2025.
  • Current net transaction value: $0.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reporting Owners (3)

CIK 0001596118 Primary reporting owner

Riverwood Capital Partners II (Parallel-B) L.P.

Relationship
10%+ Owner
Address
70 WILLOW ROAD, SUITE 100, MENLO PARK
Signature
By: /s/ Jeffrey T. Parks, Director of Riverwood Capital GP II Ltd., general partner of Riverwood Capital II L.P., general partner of Riverwood Capital Partners II (Parallel-B) L.P.
Signature date
02 May 2025
CIK 0001746848

Riverwood Capital Partners III (Parallel - B) L.P.

Relationship
10%+ Owner
Address
70 WILLOW ROAD, SUITE 100, MENLO PARK
Signature
By: /s/ Jeffrey T. Parks, Director of Riverwood Capital GP III Ltd., general partner of Riverwood Capital III L.P., general partner of Riverwood Capital Partners III (Parallel-B) L.P.
Signature date
02 May 2025
CIK 0001899520

RCP III (A) Vacasa AIV L.P.

Relationship
10%+ Owner
Address
70 WILLOW ROAD, SUITE 100, MENLO PARK
Signature
By: /s/ Jeffrey T. Parks, Director of Riverwood Capital GP III Ltd., general partner of Riverwood Capital III L.P., general partner of RCP III (A) Vacasa AIV L.P.
Signature date
02 May 2025

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

VCSA transaction

Class A Common Stock

Other

Transaction value
Shares
-1,415,587
Change %
-100%
Price
Shares after
0
Date
30 Apr 2025
Ownership
Held through RW Vacasa AIV L.P.
Footnotes
F1, F2, F3, F4, F5
VCSA transaction

Class A Common Stock

Other

Transaction value
Shares
-327,626
Change %
-100%
Price
Shares after
0
Date
30 Apr 2025
Ownership
Held through Riverwood Capital Partners II (Parallel-B) L.P.
Footnotes
F2, F3, F4
VCSA transaction

Class A Common Stock

Other

Transaction value
Shares
-469,216
Change %
-100%
Price
Shares after
0
Date
30 Apr 2025
Ownership
Held through RCP III Vacasa AIV L.P.
Footnotes
F2, F3, F6, F7
VCSA transaction

Class A Common Stock

Other

Transaction value
Shares
-143,517
Change %
-100%
Price
Shares after
0
Date
30 Apr 2025
Ownership
Held through Riverwood Capital Partners III (Parallel-B) L.P.
Footnotes
F2, F3, F6
VCSA transaction

Class A Common Stock

Other

Transaction value
Shares
-93,003
Change %
-100%
Price
Shares after
0
Date
30 Apr 2025
Ownership
Held through RCP III (A) Vacasa AIV L.P.
Footnotes
F2, F3, F6, F8
VCSA transaction

Class A Common Stock

Other

Transaction value
Shares
-30,380
Change %
-100%
Price
Shares after
0
Date
30 Apr 2025
Ownership
Direct
Footnotes
F9

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

VCSA transaction Derivative

Units of Vacasa Holdings, LLC

Other

Transaction value
Shares
-145,925
Change %
-100%
Price
Shares after
0
Date
30 Apr 2025
Ownership
Held through RW Vacasa AIV L.P.
Underlying class
Class A Common Stock
Underlying amount
145,925
Exercise price
Footnotes
F2, F3, F4, F10
VCSA transaction Derivative

Units of Vacasa Holdings, LLC

Other

Transaction value
Shares
-80,965
Change %
-100%
Price
Shares after
0
Date
30 Apr 2025
Ownership
Held through Riverwood Capital Partners II (Parallel-B) L.P.
Underlying class
Class A Common Stock
Underlying amount
80,965
Exercise price
Footnotes
F2, F3, F4, F10
VCSA transaction Derivative

Units of Vacasa Holdings, LLC

Other

Transaction value
Shares
-47,297
Change %
-100%
Price
Shares after
0
Date
30 Apr 2025
Ownership
Held through RCP III Vacasa AIV L.P.
Underlying class
Class A Common Stock
Underlying amount
47,297
Exercise price
Footnotes
F2, F3, F6, F10
VCSA transaction Derivative

Units of Vacasa Holdings, LLC

Other

Transaction value
Shares
-35,468
Change %
-100%
Price
Shares after
0
Date
30 Apr 2025
Ownership
Held through Riverwood Capital Partners III (Parallel-B) L.P.
Underlying class
Class A Common Stock
Underlying amount
35,468
Exercise price
Footnotes
F2, F3, F6, F10
VCSA transaction Derivative

Units of Vacasa Holdings, LLC

Other

Transaction value
Shares
-14,388
Change %
-100%
Price
Shares after
0
Date
30 Apr 2025
Ownership
Held through RCP III (A) Vacasa AIV L.P.
Underlying class
Class A Common Stock
Underlying amount
14,388
Exercise price
Footnotes
F2, F3, F6, F10
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Riverwood Capital Partners II (Parallel-B) L.P. is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 10 footnotes

Footnote 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 Vacasa, Inc. (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.

Footnote F2

On April 30, 2025, the Issuer completed the previously announced transaction with Casago Holdings, LLC ("Parent"), pursuant to the Agreement and Plan of Merger dated as of December 30, 2024 (as amended through the date hereof, the "Merger Agreement"), whereby Parent indirectly acquired the Issuer (the "Merger"). Pursuant to the terms of the Merger Agreement (a) 1,415,587 shares of Class A common stock, par value $0.00001 per share (the "Common Stock") and 145,925 limited liability company units of Vacasa Holdings, LLC (the "Common Units") (and corresponding shares of the Class B Common Stock of the Issuer) held by RW Vacasa AIV L.P. were contributed to Parent in exchange for equity interests in Parent; (b) 327,626 shares of Common Stock and 80,965 Common Units (and corresponding shares of Class B Common Stock) held by Riverwood Capital Partners II (Parallel-B) L.P. were contributed to Parent in exchange for equity interests in Parent;

Footnote F3

(continued from footnote 2) (c) 469,216 shares of Common Stock and 47,297 Common Units (and corresponding shares of Class B Common Stock) held by RCP III Vacasa AIV L.P. were contributed to Parent in exchange for equity interests in Parent; (d) 143,517 shares of Common Stock and 35,468 Common Units (and corresponding shares of Class B Common Stock) held by Riverwood Capital Partners III (Parallel-B) L.P. were contributed to Parent in exchange for equity interests in Parent; and (e) 93,003 shares of Common Stock and 14,388 Common Units (and corresponding shares of Class B Common Stock) held by RCP III (A) Vacasa AIV L.P. were contributed to Parent in exchange for equity interests in Parent, in each case based on a value of $5.30 per share of Common Stock or Common Unit, as applicable.

Footnote F4

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.

Footnote F5

Immediately prior to the effective time of the Merger, RW Industrious Blocker L.P. contributed all of its Common Stock to RW Casago LLC, the managing member of which is Riverwood Capital II L.P. RW Casago LLC then contributed all of such Common Stock to RW Vacasa AIV L.P.

Footnote 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.

Footnote F7

Immediately prior to the effective time of the Merger, RCP III Blocker Feeder L.P. contributed all of its Common Stock to RCP III Casago Blocker LLC, the managing member of which is Riverwood Capital III L.P. RCP III Casago Blocker LLC then contributed all of such Common Stock to RCP III Vacasa AIV L.P.

Footnote F8

Immediately prior to the effective time of the Merger, RCP III (A) Blocker Feeder L.P. contributed all of its Common Stock to RCP III (A) Casago Blocker LLC, the managing member of which is Riverwood Capital III L.P. RCP III (A) Casago Blocker LLC then contributed all of such Common Stock to RCP III (A) Vacasa AIV L.P.

Footnote F9

These securities were held by Mr. Parks for the benefit of one or more of the Riverwood Entities and/or certain of their affiliates (collectively, "Riverwood"). Pursuant to the Merger Agreement, upon consummation of the Merger, all of the then-unvested restricted stock units held by Mr. Parks vested on their terms and each share of Common Stock held by Mr. Parks (including as a result of such vesting event) was automatically converted into the right to receive $5.30 in cash. Mr. Parks is obligated to transfer all amounts received in respect of these securities as directed by Riverwood. Mr. Parks disclaims beneficial ownership of these securities except to the extent of any pecuniary interest therein.

Footnote F10

Pursuant to the terms of the limited liability company agreement of Vacasa Holdings, LLC, the Common Units and an equal number of paired shares of Class B Common Stock of the Issuer were together redeemable by the holder on a one-for-one basis for, at the option of the Issuer into (a) one share of Common Stock, subject to conversion rate adjustments for stock splits, stock dividends, reclassification and other similar transactions or (b) an equivalent amount of cash. Upon redemption, Vacasa Holdings, LLC will cancel and retire for no consideration the redeemed shares of Class B Common Stock. 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.

SEC remarks

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. Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 4. The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act.

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