Riverwood Capital Partners II SC 13G/A Vacasa / Riverwood Capital Partners II ownership change

Riverwood Capital Partners II SC 13G/AVacasa / Riverwood Capital Partners II ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Amendment No. 1)*

Under the Securities Exchange Act of 1934

Vacasa, Inc.

(Name of Issuer)

Class A common stock, par value $0.00001 per share

(Titles of Class of Securities)

91854V206

(CUSIP Number)

December 31, 2023

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Item 1.

(a)

Name of Issuer:

Vacasa, Inc. (the “Issuer”)

(b)

Address of Issuer’s Principal Executive Offices:

850 NW 13th Avenue

Portland, OR 97209

Item 2.

(a)

Name of Person Filing:

RW Industrious Blocker L.P.

RW Vacasa AIV L.P.

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

RCP III (A) Blocker Feeder L.P.

RCP III Blocker Feeder L.P.

RCP III Vacasa AIV L.P.

RCP III (A) Vacasa AIV L.P.

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

Riverwood Capital II L.P.

Riverwood Capital GP II Ltd.

Riverwood Capital III L.P.

Riverwood Capital GP III Ltd.

The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.”

(b)

Address of Principal Business Office, or, if None, Residence:

The principal business office for all persons filing:

70 Willow Road, Suite 100

Menlo Park, CA 94025

(c)

Citizenship:

See Item 4 of each cover page.

(d)

Title of Class of Securities:

Class A Common Stock, $0.00001 par value per share (“Class A Common Stock” or “Shares”).

(e)

CUSIP Number:

91854V206

Item 3. If This Statement Is Filed Pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing Is a(n):

Not applicable.

Item 4. Ownership.

(a)

Amount beneficially owned:

The information contained in rows 5, 6, 7, 8, 9, 10, and 11 on each of the cover pages of this Schedule 13G incorporated by reference in its entirety into this Item 4.

As of December 31, 2023, each of the Reporting Persons may be deemed to be the beneficial owner of the Class A Common Stock listed on such Reporting Person’s cover page, with the following Reporting Persons holding the securities directly: (i) 825,103 shares of Class A Common Stock held directly by RW Industrious Blocker L.P., (ii) 6,787 shares of Class A Common Stock and 729,622 shares of Class A Common Stock issuable on a one-for-one basis upon redemption of common units of Vacasa Holdings LLC (“Vacasa Units”) and an equal number of paired shares of Class B common stock, par value $.00001 per share of the Issuer (the “Class B Common Stock”), held by RW Vacasa AIV L.P., (iii) 3,766 shares of Class A Common Stock and 404,825 shares of Class A Common Stock issuable on a one-for-one basis upon redemption of Vacasa Units and an equal number of paired shares of Class B Common Stock held by Riverwood Capital Partners II (Parallel-B) L.P., (iv) 34,784 shares of Class A Common Stock held by RCP III (A) Blocker Feeder L.P., (v) 277,833 shares of Class A Common Stock held by RCP III Blocker Feeder L.P., (vi) 2,199 shares of Class A Common Stock and 236,481 shares of Class A Common Stock issuable on a one-for-one basis upon redemption of Vacasa Units and an equal number of paired shares of Class B Common Stock held by RCP III Vacasa AIV L.P., (vii) 669 shares of Class A Common Stock and 71,938 shares of Class A Common Stock issuable on a one-for-one basis upon redemption of Vacasa Units and an equal number of paired shares of Class B Common Stock held by RCP III (A) Vacasa AIV L.P. and (viii) 1,649 shares of Class A Common Stock and 177,336 shares of Class A Common Stock issuable on a one-for-one basis upon redemption of Vacasa Units and an equal number of paired shares of Class B Common Stock held by Riverwood Capital Partners III (Parallel-B) L.P.

The Vacasa Units represent limited liability company units of Vacasa Holdings, LLC and an equal number of paired shares of Class B Common Stock, 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 into (i) one 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, 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.

The percentages of beneficial ownership in this Schedule 13G are based on 12,453,362 shares of Class A Common Stock of the Issuer outstanding as of November 3, 2023, as reflected in the Issuer’s Quarterly Report on Form 10-Q, which was filed with the Securities and Exchange Commission on November 8, 2023, plus that number of shares of Class A Common Stock that may be received upon redemption of Vacasa Units and shares of Class B common stock of the Issuer beneficially owned by the applicable Reporting Person, as applicable. There were 9,485,517 shares of Class B Common Stock of the Issuer outstanding as of November 3, 2023, as reflected in the Issuer’s Quarterly Report on Form 10-Q, which was filed with the Securities and Exchange Commission on November 8, 2023.

The general partner of RW Industrious Blocker L.P., RW Vacasa AIV L.P. and Riverwood Capital Partners II (Parallel-B) L.P. (collectively, “Riverwood Capital II”) 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 have voting and dispositive power over, and be deemed to be beneficial owners of, shares directly held by Riverwood Capital II. All investment decisions with respect to the shares held by Riverwood Capital II are made by a majority vote of an investment committee comprised of several members. All voting decisions over the shares held by Riverwood Capital II are made by a majority vote of Riverwood Capital GP II Ltd.’s shareholders. No natural person controls investment or voting decisions with respect to the shares held by Riverwood Capital II. The shareholders and investment committee members of Riverwood Capital GP II Ltd. disclaim beneficial ownership of all shares held by Riverwood Capital II for the purposes of Sections 13(d) and 13(g) of the Securities Exchange Act of 1934, as amended (the “Act”).

The general partner of RCP III (A) Blocker Feeder L.P., RCP III Blocker Feeder L.P., RCP III Vacasa AIV L.P., RCP III (A) Vacasa AIV L.P., and Riverwood Capital Partners III (Parallel-B) L.P. (collectively, “Riverwood Capital III”) 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 have voting and dispositive power over, and be deemed to be indirect beneficial owners of, shares directly held by Riverwood Capital III. All investment decisions with respect to the shares held by Riverwood Capital III are made by a majority vote of an investment committee comprised of several members. All voting decisions over the shares held by Riverwood Capital III are made by a majority vote of Riverwood Capital GP III Ltd.’s shareholders. No natural person controls investment or voting decisions with respect to the shares held by Riverwood Capital III. The shareholders and investment committee members of Riverwood Capital GP III Ltd. disclaim beneficial ownership of all shares held by Riverwood Capital III for the purposes of Sections 13(d) and 13(g) of the Act.

(b)

Percent of class:

See Item 11 on the cover pages hereto.

(i) Sole power to vote or to direct the vote:

See Item 5 on the cover pages hereto.

(ii) Shared power to vote or to direct the vote:

See Item 6 on the cover pages hereto.

(iii) Sole power to dispose or to direct the disposition of:

See Item 7 on the cover pages hereto.

(iv) Shared power to dispose or to direct the disposition of:

See Item 8 on the cover pages hereto.

Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☐.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

Not applicable.

Item 8. Identification and Classification of Members of the Group.

Not applicable.

Item 9. Notice of Dissolution of Group.

The Stockholders Agreement by and among certain of the Reporting Persons, certain affiliates of Silver Lake Group, L.L.C., Level Equity Management, TPG Pace Solutions Corp. and Mossytree Inc., pursuant to which the Reporting Persons may have been deemed part of a “group,” was terminated on June 6, 2023.

Item 10. Certification.

Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 9, 2024


RW INDUSTRIOUS BLOCKER L.P.

By: Riverwood Capital II L.P., its general partner
By: Riverwood Capital GP II Ltd., its general partner

By:		/s/ Jeffrey Parks
Name: Jeffrey Parks
Title: Director

RW VACASA AIV L.P.

By: Riverwood Capital II L.P., its general partner
By: Riverwood Capital GP II Ltd., its general partner

By:		/s/ Jeffrey Parks
Name: Jeffrey Parks
Title: Director

RIVERWOOD CAPITAL PARTNERS II (PARALLEL – B) L.P.

By: Riverwood Capital II L.P., its general partner
By: Riverwood Capital GP II Ltd., its general partner

By:		/s/ Jeffrey Parks
Name: Jeffrey Parks
Title: Director

RCP III (A) BLOCKER FEEDER L.P.

By: Riverwood Capital III L.P., its general partner
By: Riverwood Capital GP III Ltd., its general partner

By:		/s/ Jeffrey Parks
Name: Jeffrey Parks
Title: Director


RCP III BLOCKER FEEDER L.P.

By: Riverwood Capital III L.P., its general partner
By: Riverwood Capital GP III Ltd., its general partner

By:		/s/ Jeffrey Parks
Name: Jeffrey Parks
Title: Director

RCP III VACASA AIV L.P.

By: Riverwood Capital III L.P., its general partner
By: Riverwood Capital GP III Ltd., its general partner

By:		/s/ Jeffrey Parks
Name: Jeffrey Parks
Title: Director

RCP III (A) VACASA AIV L.P.

By: Riverwood Capital III L.P., its general partner
By: Riverwood Capital GP III Ltd., its general partner

By:		/s/ Jeffrey Parks
Name: Jeffrey Parks
Title: Director

RIVERWOOD CAPITAL PARTNERS III (PARALLEL-B) L.P.

By: Riverwood Capital III L.P., its general partner
By: Riverwood Capital GP III Ltd., its general partner

By:		/s/ Jeffrey Parks
Name: Jeffrey Parks
Title: Director

RIVERWOOD CAPITAL II L.P.

By: Riverwood Capital GP II Ltd., its general partner

By:		/s/ Jeffrey Parks
Name: Jeffrey Parks
Title: Director


RIVERWOOD CAPITAL GP II LTD.

By:		/s/ Jeffrey Parks
Name: Jeffrey Parks
Title: Director

RIVERWOOD CAPITAL III L.P.

By:		/s/ Jeffrey Parks
Name: Jeffrey Parks
Title: Director

RIVERWOOD CAPITAL GP III LTD.

By:		/s/ Jeffrey Parks
Name: Jeffrey Parks
Title: Director

Name of Reporting Persons:

RW Industrious Blocker L.P.

Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☒

SEC Use Only

Citizenship or Place of Organization:

Cayman Islands