Vacasa (VCSA) Form 3 Vacasa / John Banczak 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^*

Banczak John

(Last) (First) (Middle)

850 NW 13TH AVENUE

(Street)

PORTLAND OR 97209

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/06/2023

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Operating 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)
Class A Common Stock	2,747,853(1)	D
Class A Common Stock	1,275,539	I	By Trust

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
Performance Stock Unit	(2)	(2)	Class A Common Stock	68,750	(3)	D
Stock Option	(4)	11/05/2029	Class A Common Stock	343,439	1.13	D
Stock Option	(5)	06/21/2030	Class A Common Stock	13,030	1.07	D

Explanation of Responses:

1. Includes 83,789 restricted stock units, or RSUs, which vest in accordance with the terms of the underlying awards. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock.

2. The performance stock units, or PSUs, vest based on the Issuer's stock price performance over a performance period beginning on the grant date and ending on March 1, 2026, subject to satisfying certain service-based conditions. The award will vest, if at all, in sixteen quarterly tranches beginning on June 1, 2022 based on continued service and the Issuer's stock price exceeding certain thresholds. Any portion of the award that has not been earned by March 1, 2026 will be forfeited.

3. Each PSU represents a contingent right to receive one share of the Issuer's Class A Common Stock.

4. The stock option vested with respect to 158,841 shares on December 6, 2021, and with respect to the remaining shares in 23 equal monthly installments thereafter.

5. The stock option vested with respect to 4,756 shares on December 6, 2021, and with respect to the remaining shares in 28 substantially equal monthly installments thereafter.

Remarks:

Exhibit 24 Power of Attorney.

	/s/ Jamie Cohen, Attorney-in-Fact for John Banczak	02/08/2023
	** 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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