Level Equity Opportunities Fund 2015 SC 13G/A Vacasa / LEVEL EQUITY OPPORTUNITIES FUND 2015 ownership change

Level Equity Opportunities Fund 2015 SC 13G/AVacasa / LEVEL EQUITY OPPORTUNITIES FUND 2015 ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Vacasa, Inc.

(Name of Issuer)

CLASS A COMMON STOCK, $0.00001 PAR VALUE

(Title 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 the disclosures provided in a prior cover page.

The information required in 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).


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER —0—
	6.	SHARED VOTING POWER —371,233*—
	7.	SOLE DISPOSITIVE POWER —0—
	8.	SHARED DISPOSITIVE POWER —371,233*—

Consists of (a) 45,089 shares of Class A Common Stock, par value of $0.00001 per share, of the Issuer (the “Class A Common Stock”) and (b) 326,144 shares of Class B Common Stock, par value of $0.00001 per share, of the Issuer (the “Class B Common Stock”) and an equivalent number of common units (“OpCo Units”) of Vacasa Holdings LLC (“OpCo”), which together are exchangeable for shares of Class A Common Stock on a one-for-one basis pursuant to that certain Fourth Amended and Restated Limited Liability Company Agreement of OpCo (the “OpCo LLC Agreement”) and the Certificate of Incorporation of the Issuer.

The percentage of shares beneficially owned as set forth in row 11 above is based on a total of 12,779,506 shares of Class A Common Stock, which consists of (a) 12,453,362 shares of Class A Common Stock outstanding as of November 3, 2023, as reported by the Issuer in its quarterly report on Form 10-Q filed with the SEC on November 8, 2023, and (b) 326,144 shares of Class A Common Stock, assuming all shares of Class B Common Stock beneficially owned by the Reporting Person (along with an equivalent number of OpCo Units) were exchanged for newly-issued shares of Class A Common Stock on a one-for-one basis.


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER —0—
	6.	SHARED VOTING POWER —314,960*—
	7.	SOLE DISPOSITIVE POWER —0—
	8.	SHARED DISPOSITIVE POWER —314,960*—

Consists of (a) 43,439 shares of Class A Common Stock, and (b) 271,521 shares of Class B Common Stock and an equivalent number of OpCo Units, which together are exchangeable for shares of Class A Common Stock on a one-for-one basis pursuant to the OpCo LLC Agreement and the Certificate of Incorporation of the Issuer.

The percentage of shares beneficially owned as set forth in row 11 above is based on a total of 12,724,883 shares of Class A Common Stock, which consists of (a) 12,453,362 shares of Class A Common Stock outstanding as of November 3, 2023, as reported by the Issuer in its quarterly report on Form 10-Q filed with the SEC on November 8, 2023, and (b) 271,521 shares of Class A Common Stock, assuming all shares of Class B Common Stock beneficially owned by the Reporting Person (along with an equivalent number of OpCo Units) were exchanged for newly-issued shares of Class A Common Stock on a one-for-one basis.


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER —0—
	6.	SHARED VOTING POWER —227,656*—
	7.	SOLE DISPOSITIVE POWER —0—
	8.	SHARED DISPOSITIVE POWER —227,656*—

*	Consists of 227,656 shares of Class A Common Stock.

**	The percentage of shares beneficially owned as set forth in row 11 above is based on a total of 12,453,362 shares of Class A Common Stock outstanding as of November 3, 2023, as reported by the Issuer in its quarterly report on Form 10-Q filed with the SEC on November 8, 2023.


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER —0—
	6.	SHARED VOTING POWER —236,850*—
	7.	SOLE DISPOSITIVE POWER —0—
	8.	SHARED DISPOSITIVE POWER —236,850*—

Consists of (a) 2,183 shares of Class A Common Stock, and (b) 234,667 shares of Class B Common Stock and an equivalent number of OpCo Units, which together are exchangeable for shares of Class A Common Stock on a one-for-one basis pursuant to the OpCo LLC Agreement and the Certificate of Incorporation of the Issuer.

The percentage of shares beneficially owned as set forth in row 11 above is based on a total of 12,688,029 shares of Class A Common Stock, which consists of (a) 12,453,362 shares of Class A Common Stock outstanding as of November 3, 2023, as reported by the Issuer in its quarterly report on Form 10-Q filed with the SEC on November 8, 2023, and (b) 234,667 shares of Class A Common Stock, assuming all shares of Class B Common Stock beneficially owned by the Reporting Person (along with an equivalent number of OpCo Units) were exchanged for newly-issued shares of Class A Common Stock on a one-for-one basis.


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER —0—
	6.	SHARED VOTING POWER —617,936*—
	7.	SOLE DISPOSITIVE POWER —0—
	8.	SHARED DISPOSITIVE POWER —617,936*—

Consists of (a) 5,695 shares of Class A Common Stock, and (b) 612,241 shares of Class B Common Stock and an equivalent number of OpCo Units, which together are exchangeable for shares of Class A Common Stock on a one-for-one basis pursuant to the OpCo LLC Agreement and the Certificate of Incorporation of the Issuer.

The percentage of shares beneficially owned as set forth in row 11 above is based on a total of 13,065,603 shares of Class A Common Stock, which consists of (a) 12,453,362 shares of Class A Common Stock outstanding as of November 3, 2023, as reported by the Issuer in its quarterly report on Form 10-Q filed with the SEC on November 8, 2023, and (b) 612,241 shares of Class A Common Stock, assuming all shares of Class B Common Stock beneficially owned by the Reporting Person (along with an equivalent number of OpCo Units) were exchanged for newly-issued shares of Class A Common Stock on a one-for-one basis.


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER —0—
	6.	SHARED VOTING POWER —235,632*—
	7.	SOLE DISPOSITIVE POWER —0—
	8.	SHARED DISPOSITIVE POWER —235,632*—

Consists of (a) 2,171 shares of Class A Common Stock, and (b) 233,461 shares of Class B Common Stock and an equivalent number of OpCo Units, which together are exchangeable for shares of Class A Common Stock on a one-for-one basis pursuant to the OpCo LLC Agreement and the Certificate of Incorporation of the Issuer.

The percentage of shares beneficially owned as set forth in row 11 above is based on a total of 12,686,823 shares of Class A Common Stock, which consists of (a) 12,453,362 shares of Class A Common Stock outstanding as of November 3, 2023, as reported by the Issuer in its quarterly report on Form 10-Q filed with the SEC on November 8, 2023, and (b) 233,461 shares of Class A Common Stock, assuming all shares of Class B Common Stock beneficially owned by the Reporting Person (along with an equivalent number of OpCo Units) were exchanged for newly-issued shares of Class A Common Stock on a one-for-one basis.


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER —0—
	6.	SHARED VOTING POWER —1,216,825*—
	7.	SOLE DISPOSITIVE POWER —0—
	8.	SHARED DISPOSITIVE POWER —1,216,825*—

Consists of (a) 1,699 shares of Class A Common Stock held by the Reporting Person, 45,089 shares of Class A Common Stock held by Level Equity Opportunities Fund 2015, L.P., 227,656 shares of Class A Common Stock held by LEGP II AIV(B) L.P. and 5,695 shares of Class A Common Stock held by LEGP II VCS, LLC, and (b) 326,144 shares of Class B Common Stock and an equivalent number of OpCo Units held by Level Equity Opportunities Fund 2015, L.P. and 612,241 shares of Class B Common Stock and an equivalent number of OpCo Units held by LEGP II VCS, LLC, which Class B Common Stock and OpCo Units together are exchangeable for shares of Class A Common Stock on a one-for-one basis pursuant to the OpCo LLC Agreement and the Certificate of Incorporation of the Issuer. The general partner of Level Equity Opportunities Fund 2015, L.P. and LEGP II AIV(B) L.P., and the sole member of LEGP II VCS, LLC, are controlled by the Reporting Person.

The percentage of shares beneficially owned as set forth in row 11 above is based on a total of 13,391,747 shares of Class A Common Stock, which consists of (a) 12,453,362 shares of Class A Common Stock outstanding as of November 3, 2023, as reported by the Issuer in its quarterly report on Form 10-Q filed with the SEC on November 8, 2023, and (b) 938,385 shares of Class A Common Stock, assuming all shares of Class B Common Stock beneficially owned by the Reporting Person (along with an equivalent number of OpCo Units) were exchanged for newly-issued shares of Class A Common Stock on a one-for-one basis.


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER —0—
	6.	SHARED VOTING POWER —2,005,966*—
	7.	SOLE DISPOSITIVE POWER —0—
	8.	SHARED DISPOSITIVE POWER —2,005,966*—

Consists of (a) 45,089 shares of Class A Common Stock held by Level Equity Opportunities Fund 2015, L.P., 43,439 shares of Class A Common Stock held by Level Equity Opportunities Fund 2018, L.P., 227,656 shares of Class A Common Stock held by LEGP II AIV(B) L.P., 2,183 shares of Class A Common Stock held by LEGP I VCS, LLC, 5,695 shares of Class A Common Stock held by LEGP II VCS, LLC, and 2,171 shares of Class A Common Stock held by Level Equity – VCS Investors, LLC, and (b) 326,144 shares of Class B Common Stock and an equivalent number of OpCo Units held by Level Equity Opportunities Fund 2015, L.P., 271,521 shares of Class B Common Stock and an equivalent number of OpCo Units held by Level Equity Opportunities Fund 2018, L.P., 234,667 shares of Class B Common Stock and an equivalent number of OpCo Units held by LEGP I VCS, LLC, 612,241 shares of Class B Common Stock and an equivalent number of OpCo Units held by LEGP II VCS, LLC, and 233,461 shares of Class B Common Stock and an equivalent number of OpCo Units held by Level Equity – VCS Investors, LLC, which Class B Common Stock and OpCo Units together are exchangeable for shares of Class A Common Stock on a one-for-one basis pursuant to the OpCo LLC Agreement and the Certificate of Incorporation of the Issuer. The sole member of LEGP I VCS, LLC is controlled by Level Equity Associates, LLC. The general partner of Level Equity Opportunities Fund 2015, L.P. and LEGP II AIV(B) L.P., and the sole member of LEGP II VCS, LLC are controlled by Level Equity Associates II, LLC. The general partner of Level Equity Opportunities Fund 2015, L.P. is controlled by Level Equity Associates IV, LLC. The sole manager of Level Equity – VCS Investors, LLC is Level Equity Management, LLC. The managing member of each of Level Equity Associates, LLC, Level Equity Associates II, LLC, Level Equity Associates IV, LLC and Level Equity Management, LLC is the Reporting Person.

The percentage of shares beneficially owned as set forth in row 11 above is based on a total of 14,131,396 shares of Class A Common Stock, which consists of (a) 12,453,362 shares of Class A Common Stock outstanding as of November 3, 2023, as reported by the Issuer in its quarterly report on Form 10-Q filed with the SEC on November 8, 2023, and (b) 1,678,034 shares of Class A Common Stock, assuming all shares of Class B Common Stock beneficially owned by the Reporting Person (along with an equivalent number of OpCo Units) were exchanged for newly-issued shares of Class A Common Stock on a one-for-one basis.

Item 1(a). Name of Issuer:

Vacasa, Inc. (the “Issuer”)

Item 1(b). Address of Issuer’s Principal Executive Offices:

850 NW 13th Avenue

Portland, OR 97209

Item 2(a). Name of Person Filing:

This statement is being filed by the following persons (the “Reporting Persons” and each a “Reporting Person”)¹ pursuant to an agreement of joint filing:

(i)

Level Equity Opportunities Fund 2015, L.P.;

(ii)

Level Equity Opportunities Fund 2018, L.P.;

(iii)

LEGP II AIV (B), L.P.;

(iv)

LEGP I VCS, LLC;

(v)

LEGP II VCS, LLC;

(vi)

Level Equity – VCS Investors, LLC;

(vii)

Level Equity Associates II, LLC; and

(viii)

Benjamin Levin.

Item 2(b). Address of Principal Business Office or, if None, Residence:

The address of the principal business office of each of the Reporting Persons:

c/o 140 East 45th Floor, New York, New York 10017

Item 2(c). Citizenship:

See response to Item 4 of each of the cover pages and Item 2(a) above.

Item 2(d). Title of Class of Securities:

Class A Common Stock, par value of $0.00001 per share, of the Issuer

Item 2(e). CUSIP Number:

91854V206

Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a(n):

Not Applicable.

Item 4. Ownership.

Information set forth in Item 5-11 on the cover pages of this Schedule 13G for the Reporting Persons is incorporated by reference in its entirety into this Item 4.

¹	George McCulloch is no longer a Reporting Person for this Schedule 13G filing because George McCulloch ceased to be affiliated with the Level Equity funds after his departure from the Level Equity funds in February 2023.

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 five percent of the class of securities, check the following ☐.

Information

set forth in Item 9 below is incorporated by reference.

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., Riverwood Capital Partners, 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.

Date: February 9, 2024

/s/ Benjamin Levin

Benjamin Levin


Level Equity Opportunities Fund 2015, L.P.

By: Level Equity Partners II (GP), L.P. its general partner By: Level Equity Associates II, LLC its general partner

By:	/s/ Nathan Linn
	Name:	Nathan Linn
	Title:	Chief Operating Officer

Level Equity Opportunities Fund 2018, L.P.

By: Level Equity Partners IV (GP), L.P. its general partner By: Level Equity Associates IV, LLC its general partner

By:	/s/ Nathan Linn
	Name:	Nathan Linn
	Title:	Chief Operating Officer

LEGP II AIV(B), L.P.

By:	/s/ Nathan Linn
	Name:	Nathan Linn
	Title:	Chief Operating Officer

LEGP I VCS, LLC

By:	/s/ Nathan Linn
	Name:	Nathan Linn
	Title:	Chief Operating Officer


LEGP II VCS, LLC

By:	/s/ Nathan Linn
	Name:	Nathan Linn
	Title:	Chief Operating Officer

Level Equity – VCS Investors, LLC

By:	/s/ Nathan Linn
	Name:	Nathan Linn
	Title:	Chief Operating Officer

Level Equity Associates II, LLC

By:	/s/ Nathan Linn
	Name:	Nathan Linn
	Title:	Chief Operating Officer

EXHIBIT INDEX


Exhibit 1.		Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended

NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Level Equity Opportunities Fund 2015, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

State of Delaware