Vacasa (VCSA) Form 3 Vacasa / Eric Breon 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^*

Breon Eric

(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	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	605,777	I	Held through Mossytree Inc.(1)

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 Holdings Units(2)	(2)	(2)	Class A Common Stock	65,117,990	(2)	I	Held through Mossytree Inc.(1)
Stock Appreciation Rights	06/04/2022	09/07/2026	Class A Common Stock	510,930(3)	(3)	D

1. Name and Address of Reporting Person^*

Breon Eric

(Last) (First) (Middle)

C/O VACASA, INC.

850 NW 13TH AVENUE

(Street)

PORTLAND OR 97209

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Mossytree Inc.

(Last) (First) (Middle)

264 NW MACLEAY BLVD.

(Street)

PORTLAND OR 97210

(City) (State) (Zip)

Explanation of Responses:

1. Eric Breon is the President of Mossytree Inc. As a result, Mr. Breon may be deemed to share beneficial ownership of the shares held directly by Mossytree Inc.

2. The term "Vacasa Holdings Units" is used herein to 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 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. 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.

3. Upon exercise, each stock appreciation right will be settled for a number of the Issuer's Class A Common Stock with an aggregate value equal to the difference between the base price of $2.66 and the trading price of a share of the Issuer's Class A Common Stock on the exercise date.

Remarks:

Exhibit 24.1 - Power of Attorney. Exhibit 24.2 - Power of Attorney.

	By: /s/ Jamie Cohen, Attorney-in-Fact for Eric Breon	12/07/2021
	By: /s/ Jamie Cohen, Attorney-in-Fact for Mossytree Inc.	12/07/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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