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 |
|
|||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Date of Event Requiring Statement
(Month/Day/Year) 08/07/2024 |
3. Issuer Name and Ticker or Trading Symbol
Vacasa, Inc. [ VCSA ] |
|||||||||||||
|
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
5. If Amendment, Date of Original Filed
(Month/Day/Year) |
||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||
| 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, par value $0.00001 per share | 1,517,381 | I | See footnotes(1)(3)(4)(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 | ||||
| Senior Secured Convertible Notes ("Notes") | (7) | (7) | Class A Common Stock | 7,211,538 | (7) | I | See footnotes(2)(4)(5)(6) |
| Option (right to buy) | (7)(8) | (7)(8) | Notes | 4,807,692 | (7)(8) | I | See footnotes(2)(4)(5)(6) |
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
| Explanation of Responses: |
| 1. The securities reported on this line are held directly by: (i) M.H. Davidson & Co., a New York limited partnership ("CO"), (ii) Davidson Kempner Opportunistic Credit LP, a Cayman Islands exempted limited partnership ("DKOPPC"), (iii) DKOF VI Trading Subsidiary LP, a Cayman Islands exempted limited partnership ("DKOF VI") and (iv) DK VCSA Lender LLC, a Delaware limited liability company ("DK VCSA Lender" and together with CO, DKOPPC and DKOF VI, the "DK Holders"). |
| 2. The securities reported on this line are held directly by DK VCSA Lender. |
| 3. M.H. Davidson & Co. GP, L.L.C., a Delaware limited liability company ("CO GP"), is the general partner of CO and Davidson Kempner Liquid GP Topco LLC, a Delaware limited liability company ("Liquid GP Topco"), is the managing member of CO GP. Davidson Kempner Opportunistic Credit GP LLC, a Delaware limited liability company ("DKOPPC GP"), is the general partner of DKOPPC and Liquid GP Topco is the managing member of DKOPPC. Davidson Kempner Opportunities GP VI LLC, a Delaware limited liability company ("DKOF VI GP"), is the general partner of DKOF VI and Davidson Kempner Drawdown GP Topco LLC, a Delaware limited liability company, is the managing member of DKOF VI GP. (Continued in footnote 4) |
| 4. Madave Management LLC, a Delaware limited liability company ("Madave"), is the manager of DK VCSA Lender. The executive managing member of Madave is Anthony A. Yoseloff and the co-deputy executive managing members of Madave are Patrick W. Dennis and Gabriel T. Schwartz. (Continued in footnote 5) |
| 5. Davidson Kempner Capital Management LP ("DKCM"), a Delaware limited partnership and a registered investment adviser with the U.S. Securities and Exchange Commission (the "SEC"), acts as investment manager to each of the DK Holders. DKCM GP LLC, a Delaware limited liability company, is the general partner of DKCM. The managing members of DKCM are Anthony A. Yoseloff, Conor Bastable, Shulamit Leviant, Morgan P. Blackwell, Patrick W. Dennis, Gabriel T. Schwartz, Zachary Z. Altschuler, Joshua D. Morris, Suzanne K. Gibbons, Gregory S. Feldman, Melanie Levine and James Li. Mr. Anthony A. Yoseloff, through DKCM, is responsible for the voting and investment decisions relating to the securities held by the DK Holders. |
| 6. The filing of this statement shall not be deemed an admission that any of the Reporting Persons is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. Each of the Reporting Persons expressly disclaims beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein, if any. |
| 7. Subject to certain conditions, at any time on or after the applicable issuance date, holders of Notes have the option to convert all or a portion of the Notes into shares of Class A Common Stock. The initial conversion price of the Notes is $4.16, which is subject to customary anti-dilution adjustments. The Notes will mature on August 7, 2029, unless earlier repurchased, redeemed or converted in accordance with the terms of the Notes. |
| 8. Up to $20.0 million of Notes to be issued pursuant to an option granted by V-Revolver Sub LLC, a subsidiary of the Issuer, to DK VCSA Lender, which is exercisable at DK VCSA Lender's option within six months after August 7, 2024, for a purchase price equal to the principal amount of Notes to be issued. |
| Remarks: |
| Each Reporting Person may be deemed to be a director by deputization for purposes of Section 16 under the Securities Exchange Act of 1934 by virtue of the fact that Mr. Alan Liu, Principal at DKCM, and Luis Sosa, Operating Principal with Davidson Kempner Hawthorne Partners LLC, an affiliate of DKCM, currently serve on the board of directors of the Issuer. |
| /s/ M.H. Davidson & Co., By: M.H. Davidson & Co. GP, L.L.C., its General Partner, By: Davidson Kempner Liquid GP Topco LLC, its Managing Member, By: Anthony A. Yoseloff, its Executive Managing Member | 08/09/2024 | |
| /s/ Davidson Kempner Opportunistic Credit LP, By: Davidson Kempner Opportunistic Credit GP LLC, its General Partner, By: Davidson Kempner Liquid GP Topco LLC, its Managing Member, By: /s/ Anthony A. Yoseloff, its Executive Managing Member | 08/09/2024 | |
| /s/ DKOF VI Trading Subsidiary LP, By: Davidson Kempner Opportunities GP VI LLC, its General Partner, By: Davidson Kempner Drawdown GP Topco LLC, its Managing Member, By: Anthony A. Yoseloff, its Executive Managing Member | 08/09/2024 | |
| /s/ DK VCSA Lender LLC, By: Madave Management LLC, its Manager, By: Anthony A. Yoseloff, its Executive Managing Member | 08/09/2024 | |
| /s/ Davidson Kempner Capital Management LP, By: Anthony A. Yoseloff, its Executive Managing Member | 08/09/2024 | |
| /s/ Anthony A. Yoseloff | 08/09/2024 | |
| ** 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 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||