Vacasa (VCSA) Form 3 Vacasa / MATTHEW ROBERTS 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^*

ROBERTS MATTHEW

(Last) (First) (Middle)

C/O VACASA, INC., 850 NW 13TH AVENUE

(Street)

PORTLAND OR 97209

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

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)

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
Vacasa Employee Holdings LLC Interests	(1)	(1)	Vacasa Holdings Units(2)	6,499,386	(1)	D

Explanation of Responses:

1. Vacasa Employee Holdings LLC Interests are convertible at the option of the holder for Vacasa Holdings Units on a 1-for-1 basis, subject to applicable vesting conditions.

2. The term "Vacasa Holdings Units" 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 redeemable by the holder on a 1-for-1 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. Upon redemption, the Issuer will cancel and retire for no consideration the redeemed shares of Class B Common Stock and Vacasa Holdings LLC will register the Issuer as the owner of the redeemed Units. 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:

Exhibit 24 - Power of Attorney.

	By: /s/ Jamie Cohen, Attorney-in-Fact	12/07/2021
	** 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).
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