Vacasa (VCSA) Form 3 Vacasa / Jeffrey T Parks 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^*

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

(Last) (First) (Middle)

70 WILLOW ROAD, SUITE 100

(Street)

MENLO PARK CA 94025

(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)

X	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	16,502,075	I	Held through RW Industrious Blocker L.P.(1)
Class A Common Stock	695,685	I	Held through RCP III (A) Blocker Feeder L.P.(2)
Class A Common Stock	5,556,670	I	Held through RCP III Blocker Feeder L.P.(2)

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
Units of Vacasa Holdings, LLC(3)	(3)	(3)	Class A Common Stock	14,728,196	(3)	I	Held through RW Vacasa AIV L.P.(1)
Units of Vacasa Holdings, LLC(3)	(3)	(3)	Class A Common Stock	8,171,826	(3)	I	Held through Riverwood Capital Partners II (Parallel-B) L.P.(1)
Units of Vacasa Holdings, LLC(3)	(3)	(3)	Class A Common Stock	4,773,633	(3)	I	Held through RCP III Vacasa AIV L.P.(2)
Units of Vacasa Holdings, LLC(3)	(3)	(3)	Class A Common Stock	1,452,153	(3)	I	Held through RCP III (A) Vacasa AIV L.P.(2)
Units of Vacasa Holdings, LLC(3)	(3)	(3)	Class A Common Stock	3,579,731	(3)	I	Held through Riverwood Capital Partners III (Parallel-B) L.P.(2)

1. Name and Address of Reporting Person^*

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

(Last) (First) (Middle)

70 WILLOW ROAD, SUITE 100

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

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

(Last) (First) (Middle)

70 WILLOW ROAD, SUITE 100

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Riverwood Capital II L.P.

(Last) (First) (Middle)

70 WILLOW ROAD, SUITE 100

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Riverwood Capital III L.P.

(Last) (First) (Middle)

70 WILLOW ROAD, SUITE 100

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Riverwood Capital GP II Ltd.

(Last) (First) (Middle)

70 WILLOW ROAD, SUITE 100

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Riverwood Capital GP III Ltd.

(Last) (First) (Middle)

70 WILLOW ROAD, SUITE 100

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Parks Jeffrey T

(Last) (First) (Middle)

70 WILLOW ROAD, SUITE 100

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

Explanation of Responses:

1. The general partner of RW Vacasa AIV L.P., Riverwood Capital Partners II (Parallel-B) L.P., and RW Industrious Blocker L.P. 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 beneficially own the shares directly held by RW Vacasa AIV L.P., Riverwood Capital Partners II (Parallel-B) L.P., and RW Industrious Blocker L.P.

2. The general partner of RCP III Vacasa AIV L.P., RCP III (A) Vacasa AIV L.P., Riverwood Capital Partners III (Parallel-B) L.P., RCP III Blocker Feeder L.P. and RCP III (A) Blocker Feeder L.P. 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 beneficially own the shares directly held by RCP III Vacasa AIV L.P., RCP III (A) Vacasa AIV L.P., Riverwood Capital Partners III (Parallel-B) L.P., and RCP III (A) Blocker Feeder L.P.

3. Units of Vacasa Holdings, LLC represent limited liability company units of Vacasa Holdings, LLC and an equal number of paired shares of Class B common stock of the Issuer, which, pursuant to the limited liability company agreement of Vacasa Holdings, LLC, are together exchangeable by the holder on a one-for-one basis for, at the option of the Issuer (i) a 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. 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.

Remarks:

Jeffrey T. Parks is a member of the board of directors of the Issuer and a member of the investment committees of Riverwood Capital II L.P. and Riverwood Capital III L.P. and a shareholder of Riverwood Capital GP II Ltd. and Riverwood Capital GP III Ltd. The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act. This filing shall not be deemed an admission that the Reporting Persons are beneficial owners of all securities covered by this filing for purposes of Section 16 of the Exchange Act or otherwise, and each Reporting Person disclaims beneficial ownership of these securities, except to the extent of such Reporting Person's pecuniary interest therein, if any.

	By: /s/ Jeffrey T. Parks, Director of Riverwood Capital GP II Ltd., general partner of Riverwood Capital II L.P., general partner of Riverwood Capital Partners II (Parallel-B) L.P.	12/07/2021
	By: /s/ Jeffrey T. Parks, Director of Riverwood Capital GP III Ltd., general partner of Riverwood Capital III L.P., general partner of Riverwood Capital Partners III (Parallel-B) L.P.	12/07/2021
	By: /s/ Jeffrey T. Parks, Director of Riverwood Capital GP II Ltd., general partner of Riverwood Capital II L.P.	12/07/2021
	By: /s/ Jeffrey T. Parks, Director of Riverwood Capital GP III Ltd., general partner of Riverwood Capital III L.P.	12/07/2021
	By: /s/ Jeffrey T. Parks, Director of Riverwood Capital GP II Ltd.	12/07/2021
	By: /s/ Jeffrey T. Parks, Director of Riverwood Capital GP III Ltd.	12/07/2021
	By: /s/ Jeffrey T. Parks	12/07/2021
	** Signature of Reporting Person	Date
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