Vacasa Inc.

05/02/2025 | Press release | Distributed by Public on 05/02/2025 15:15

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
SLTA V (GP), L.L.C.
2. Issuer Name and Ticker or Trading Symbol
Vacasa, Inc. [VCSA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O SILVER LAKE, 2775 SAND HILL ROAD, SUITE 100
3. Date of Earliest Transaction (Month/Day/Year)
04/30/2025
(Street)
MENLO PARK, CA 94025
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 04/30/2025 J(1) 1,959,525 D (1) 0 I Held through SLP Venice Holdings, L.P.(2)(4)
Class A Common Stock 04/30/2025 J(1) 3,101,156 D (1) 0 I Held through SLP V Venice Feeder III, L.P.(3)(4)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Vacasa Holdings Units(1) (1) 04/30/2025 J(1) 484,250 (5) (5) Class A Common Stock 484,250 (1) 0 I Held through SLP Venice Holdings, L.P.(2)(4)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SLTA V (GP), L.L.C.
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA 94025
X X
Silver Lake Group, L.L.C.
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA 94025
X X
Silver Lake Technology Associates V, L.P.
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA 94025
X X
SLP V Aggregator GP, L.L.C.
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA 94025
X X
SLP Venice Holdings, L.P.
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA 94025
X X
SLP V Venice Feeder I, L.P.
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA 94025
X X

Signatures

By: /s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C. 05/02/2025
**Signature of Reporting Person Date
By: /s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLTA V (GP), L.L.C. 05/02/2025
**Signature of Reporting Person Date
By: /s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLTA V (GP), L.L.C., general partner of Silver Lake Technology Associates V, L.P. 05/02/2025
**Signature of Reporting Person Date
By: /s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLTA V (GP), L.L.C., general partner of Silver Lake Technology Associates V, L.P., managing member of SLP V Aggregator GP, L.L.C. 05/02/2025
**Signature of Reporting Person Date
By: /s/ Andrew J. Schader, Managing Director and GC of Silver Lake Group, L.L.C., managing member of SLTA V (GP), L.L.C., GP of Silver Lake Technology Associates V, L.P., managing member of SLP V Aggregator GP, L.L.C., GP of SLP Venice Holdings, L.P. 05/02/2025
**Signature of Reporting Person Date
By: /s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLTA V (GP), L.L.C., general partner of Silver Lake Technology Associates V, L.P., general partner of SLP V Venice Feeder I, L.P. 05/02/2025
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) On April 30, 2025, Vacasa, Inc. (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 (the "Merger Agreement"), whereby Parent indirectly acquired the Issuer (the "Merger"). Pursuant to the terms of the Merger Agreement, 3,101,156 shares of Class A common stock, par value $0.00001 per share (the "Common Stock") held by SLP V Venice Feeder III, L.P. were contributed to Parent in exchange for equity interests in Parent at a price equal to $5.30 per share and (b) 1,959,525 shares of Common Stock and 484,250 Common Units (and corresponding shares of Class B Common Stock) held by SLP Venice Holdings, L.P. were contributed to Parent in exchange for equity interests in Parent at a price equal to $5.30 per share.
(2) Represents securities held by SLP Venice Holdings, L.P.
(3) Represents securities held by SLP V Venice Feeder III, L.P. Immediately prior to the effective time of the Merger, SLP V Venice Feeder I LP contributed all of its Common Stock to SLP V Venice Blocker II, L.L.C which then contributed all of such Common Stock to SLP V Venice Feeder III, L.P.
(4) SLP V Aggregator GP, L.L.C. ("SLP V GP") is the general partner of SLP Venice Holdings, L.P. Silver Lake Technology Associates V, L.P. ("SLTA V") is the managing member of SLP V Venice Feeder III, L.P. and SLP V GP and the general partner of SLP V Venice Feeder I, L.P. SLTA V (GP), L.L.C. ("SLTA V GP") is the general partner of SLTA V. Silver Lake Group, L.L.C. ("SLG") is the managing member of SLTA V GP. Messrs. Joerg Adams and Ryan Bone served as members of the board of directors of the Issuer and are employees of an affiliate of SLG. Each of SLP V Venice Feeder I, L.P., SLP Venice Holdings, L.P., SLP V GP, SLTA V, SLTA V GP, and SLG may have been deemed to be a director by deputization of the Issuer.
(5) Pursuant to the terms of the limited liability company agreement of Vacasa Holdings, LLC, limited liability company units of Vacasa Holdings, LLC and an equal number of paired shares of Class B Common Stock were together redeemable by the holder on a one-for-one basis for, at the option of the Issuer into (i) one share of 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, 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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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