Vacasa (VCSA) Form 3 Vacasa / JON WINKELRIED 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^*

WINKELRIED JON

(Last) (First) (Middle)

C/O TPG INC.

301 COMMERCE STREET, SUITE 3300

(Street)

FORT WORTH TX 76102

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/12/2022

3. Issuer Name and Ticker or Trading Symbol
Vacasa, Inc. [ VCSA ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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)

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)
Class A Common Stock	4,375,845	I	See Explanation of Responses(1)(3)(4)

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
Class G Common Stock	(4)	(4)	Class A Common Stock	6,333,333	(4)	I	See Explanation of Responses(1)(2)(4)

Explanation of Responses:

1. On January 12, 2022, in connection with TPG Inc.'s initial public offering, TPG Inc. engaged in certain transactions as part of a corporate reorganization. As a result of the reorganization, Mr. Jon Winkelried (the "Reporting Person") may be deemed to beneficially own the (i) shares of Class A Common Stock, par value $0.00001 per share ("Class A Shares"), of Vacasa, Inc. (the "Issuer") held by each of TPG Pace Solutions Sponsor, Series LLC ("TPG Pace Solutions Sponsor") and Tarrant Remain Co III, L.P. ("RemainCo") and (ii) shares of Class G Common Stock, par value $0.00001 per share ("Class G Shares"), of the Issuer held by TPG Pace Solutions Sponsor. The Reporting Person disclaims beneficial ownership of the securities of the Issuer held by TPG Pace Solutions Sponsor and RemainCo, except to the extent of his pecuniary interest therein, if any.

2. Pursuant to the Issuer's Amended and Restated Certificate of Incorporation, the Class G Shares will automatically convert into Class A Shares only to the extent the trading price of the Class A Shares exceeds certain thresholds or in the event of a change of control transaction, in each case subject to adjustment. Any Class G Shares that remain issued and outstanding on December 6, 2031 will automatically be transferred to the Issuer for no consideration and will be retired.

3. Excluding Class A Shares and Class G Shares directly held by TPG Pace Solutions Sponsor and RemainCo, Mr. Winkelried holds directly or indirectly 100,000 Class A Shares.

4. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Person is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any equity securities in excess of his pecuniary interest.

Remarks:

5. Gerald Neugebauer is signing on behalf of Mr. Winkelried pursuant to an authorization and designation letter dated October 20, 2020, which was previously filed with the Securities and Exchange Commission.

	/s/ Gerald Neugebauer on behalf of Jon Winkelried (5)	01/21/2022
	** 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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