Case Stephen M Form 4 Inspirato / STEPHEN M CASE ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

REVOLUTION MANAGEMENT CO LLC

(Last) (First) (Middle)

1717 RHODE ISLAND AVENUE NW

10TH FLOOR

(Street)

WASHINGTON DC 20036

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Inspirato Inc [ ISPO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/17/2022

4. If Amendment, Date of 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

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	08/17/2022		C(1)		1,000,000	A	$0.00	1,000,000	I	By Revolution Portico Holdings LLC(2)
Class V Common Stock(3)	08/17/2022		J(1)		1,000,000	D	$0.00	16,768,474	I	By Revolution Portico Holdings LLC(2)
Class A Common Stock								399,471	I	By Alps Investment Holdings LLC(4)
Class V Common Stock(3)								1,125,017	I	By Exclusive Resorts LLC(5)

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 Securities Underlying Derivative Security (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: 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
Common Units	(6)	08/17/2022		C(1)			1,000,000	(6)	(6)	Class A Common Stock	1,000,000	(6)	16,768,474	I	By Revolution Portico Holdings LLC(2)
Common Units	(6)							(6)	(6)	Class A Common Stock	1,125,017		1,125,017	I	By Exclusive Resorts LLC(5)

1. Name and Address of Reporting Person^*

REVOLUTION MANAGEMENT CO LLC

(Last) (First) (Middle)

1717 RHODE ISLAND AVENUE NW

10TH FLOOR

(Street)

WASHINGTON DC 20036

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Alps Investment Holdings LLC

(Last) (First) (Middle)

1717 RHODE ISLAND AVENUE NW

10TH FLOOR

(Street)

WASHINGTON DC 20036

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CASE STEPHEN M

(Last) (First) (Middle)

C/O REVOLUTION MANAGEMENT COMPANY LLC

1717 RHODE ISLAND AVE. NW, 10TH FL.

(Street)

WASHINGTON DC 20036

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Revolution Portico Holdings LLC

(Last) (First) (Middle)

1717 RHODE ISLAND AVENUE NW

10TH FLOOR

(Street)

WASHINGTON DC 20036

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

EXCLUSIVE RESORTS LLC

(Last) (First) (Middle)

1601 19TH ST., SUITE 500

(Street)

DENVER CO 80202

(City) (State) (Zip)

Explanation of Responses:

1. Represents the exchange of Common Units ("Common Units") of Inspirato LLC ("Inspirato"), a direct subsidiary of the Issuer, for shares of Class A Common Stock and the cancellation of an equivalent number of shares of Class V Common Stock in connection therewith.

2. Securities are held directly by Revolution Portico Holdings LLC ("Portico"). Revolution Management Company LLC ("Revolution") is the manager of Portico and may be deemed to beneficially own the shares held by Portico. Stephen M. Case is the manager of Revolution, and may be deemed to share voting and investment power over the shares held by Portico. Each of Revolution and Mr. Case disclaims beneficial ownership of these shares except to the extent of its or his respective pecuniary interest therein.

3. Shares of Class V Common Stock are entitled to voting rights but are not entitled to any economic rights. Upon the redemption or exchange of Common Units, an equivalent number of shares of Class V Common Stock will be canceled.

4. Shares are held directly by Alps Investment Holdings LLC ("Alps"). Revolution is the manager of Alps and may be deemed to beneficially own the shares held by Alps. Stephen M. Case is the manager of Revolution, and may be deemed to share voting and investment power over the shares held by Alps. Each of Revolution and Mr. Case disclaims beneficial ownership of these shares except to the extent of its or his respective pecuniary interest therein.

5. Securities are held directly by Exclusive Resorts, LLC ("Exclusive"). Revolution is the manager of Exclusive and may be deemed to beneficially own the shares held by Exclusive. Stephen M. Case is the manager of Revolution, and may be deemed to share voting and investment power over the shares held by Exclusive. Each of Revolution and Mr. Case disclaims beneficial ownership of these shares except to the extent of its or his respective pecuniary interest therein.

6. Represents Common Units of Inspirato. Pursuant to the Ninth Amended and Restated Limited Liability Agreement of Inspirato, the Reporting Person has the right to redeem the Common Units, from time to time for, at the election of the Issuer, newly-issued Class A Common Stock of the Issuer on a one-for-one basis or a corresponding amount of cash; provided, that the Issuer may elect to effect a direct exchange of Class A Common Stock for such Common Units. In connection with any redemption or exchange of Common Units, a corresponding number of shares of Class V Common Stock of the Issuer will be canceled.

Remarks:

	Revolution Management Company LLC, By /s/ Stephen M. Case, Manager	08/19/2022
	/s/ Alps Investment Holdings LLC, By Revolution Management Company LLC, its Manager, By /s/ Stephen M. Case, Manager	08/19/2022
	/s/ Stephen M. Case	08/19/2022
	Revolution Portico Holdings LLC, By: Revolution Management Company LLC, its manager, By /s/ Stephen M. Case, Manager	08/19/2022
	Exclusive Resorts LLC , By: Revolution Management Company LLC, its manager, By /s/ Stephen M. Case, Manager	08/19/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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