TPG Form 3 Vacasa / DAVID BONDERMAN ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF 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

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1. Name and Address of Reporting Person^*

TPG Pace Solutions Sponsor, Series LLC

(Last) (First) (Middle)

C/O TPG GLOBAL, LLC

301 COMMERCE STREET, SUITE 3300

(Street)

FORT WORTH TX 76102

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/07/2021

3. Issuer Name and Ticker or Trading Symbol
Vacasa, Inc. [ VCSA ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	5,466,504	I	See Explanation of Responses(1)(2)(3)(5)(6)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class G Common Stock	(4)	(4)	Class A Common Stock	6,333,333	(4)	I	See Explanation of Responses(1)(4)(5)(6)

1. Name and Address of Reporting Person^*

TPG Pace Solutions Sponsor, Series LLC

(Last) (First) (Middle)

C/O TPG GLOBAL, LLC

301 COMMERCE STREET, SUITE 3300

(Street)

FORT WORTH TX 76102

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

TPG Group Holdings (SBS) Advisors, Inc.

(Last) (First) (Middle)

C/O TPG GLOBAL, LLC

301 COMMERCE STREET, SUITE 3300

(Street)

FORT WORTH TX 76102

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BONDERMAN DAVID

(Last) (First) (Middle)

C/O TPG GLOBAL, LLC

301 COMMERCE STREET, SUITE 3300

(Street)

FORT WORTH TX 76102

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

COULTER JAMES G

(Last) (First) (Middle)

C/O TPG GLOBAL, LLC

301 COMMERCE STREET, SUITE 3300

(Street)

FORT WORTH TX 76102

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Peterson Karl Mr.

(Last) (First) (Middle)

C/O TPG GLOBAL, LLC

301 COMMERCE STREET, SUITE 3300

(Street)

FORT WORTH TX 76102

(City) (State) (Zip)

Explanation of Responses:

1. TPG Pace Solutions Sponsor, Series LLC ("TPG Pace Solutions Sponsor") holds an aggregate of (i) 3,801,845 shares of Class A Common Stock, par value $0.00001 per share ("Class A Shares"), of Vacasa, Inc. (the "Issuer") and (ii) 6,333,333 shares of Class G Common Stock, par value $0.00001 per share ("Class G Shares"), of the Issuer. The managing member of TPG Pace Solutions Sponsor is TPG Pace Governance, LLC, which is controlled by David Bonderman, James G. Coulter and Karl Peterson.

2. TPG Holdings III, L.P. holds an aggregate of 474,000 Class A Shares. The general partner of TPG Holdings III, L.P. is TPG Holdings III-A, L.P., whose general partner is TPG Holdings III-A, Inc., whose sole shareholder is TPG Group Holdings (SBS), L.P., whose general partner is TPG Group Holdings (SBS) Advisors, LLC, whose sole member is TPG Group Holdings (SBS) Advisors, Inc. ("Group Advisors"), whose controlling shareholders are David Bonderman and James G. Coulter (collectively with Group Advisors, TPG Pace Solutions Sponsor and Mr. Peterson, the "Reporting Persons").

3. Excluding Class A Shares and Class G Shares directly held by TPG Pace Solutions Sponsor and TPG Holdings III, L.P., Mr. Coulter holds directly or indirectly 100,000 Class A Shares, and Mr. Peterson holds directly or indirectly 1,090,659 Class A Shares.

4. 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.

5. Because of the relationship among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of TPG Pace Solutions Sponsor or TPG Holdings III, L.P., as the case may be. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

6. 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 Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

Remarks:

7. The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act. 8.Gerald Neugebauer is signing on behalf of both Messrs. Bonderman and Coulter pursuant to authorization and designation letters dated February 26, 2020, which were previously filed with the Securities and Exchange Commission (the "Commission"). 9. Michael LaGatta is signing on behalf of Mr. Peterson pursuant to an authorization and designation letter dated March 30, 2020, which was previously filed with the Commission.

	/s/ Michael LaGatta, Vice President, TPG Pace Solutions Sponsor, Series LLC (7)	12/07/2021
	/s/ Bradford Berenson, General Counsel, TPG Group Holdings (SBS) Advisors, Inc. (7)	12/07/2021
	/s/ Gerald Neugebauer on behalf of David Bonderman (7)(8)	12/07/2021
	/s/ Gerald Neugebauer on behalf of James G. Coulter (7)(8)	12/07/2021
	/s/ Michael LaGatta on behalf of Karl Peterson (7)(9)	12/07/2021
	** Signature of Reporting Person	Date
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