SEC FORM 3/A

SEC FORM 3/A 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^*

Riverwood Capital Partners II (Parallel-B) L.P.

(Last)

(First)

(Middle)

70 WILLOW ROAD, SUITE 100

(Street)

MENLO PARK

94025

(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)

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

5. If Amendment, Date of Original Filed (Month/Day/Year)
12/07/2021

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	16,502,075	I	Held through RW Industrious Blocker L.P.⁽¹⁾
Class A Common Stock	695,685	I	Held through RCP III (A) Blocker Feeder L.P.⁽²⁾
Class A Common Stock	5,556,670	I	Held through RCP III Blocker Feeder L.P.⁽²⁾
Class A Common Stock	135,751	I	Held through RW Vacasa AIV L.P.⁽¹⁾
Class A Common Stock	75,320	I	Held through Riverwood Capital Partners II (Parallel-B) L.P.⁽¹⁾
Class A Common Stock	43,998	I	Held through RCP III Vacasa AIV L.P.⁽²⁾
Class A Common Stock	13,384	I	Held through RCP III (A) Vacasa AIV L.P.⁽²⁾
Class A Common Stock	32,995	I	Held through Riverwood Capital Partners III (Parallel-B) L.P.⁽²⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Units of Vacasa Holdings, LLC⁽³⁾	⁽³⁾	⁽³⁾	Class A Common Stock	14,592,445	⁽³⁾	I	Held through RW Vacasa AIV L.P.⁽¹⁾
Units of Vacasa Holdings, LLC⁽³⁾	⁽³⁾	⁽³⁾	Class A Common Stock	8,096,506	⁽³⁾	I	Held through Riverwood Capital Partners II (Parallel-B) L.P.⁽¹⁾
Units of Vacasa Holdings, LLC⁽³⁾	⁽³⁾	⁽³⁾	Class A Common Stock	4,729,635	⁽³⁾	I	Held through RCP III Vacasa AIV L.P.⁽²⁾
Units of Vacasa Holdings, LLC⁽³⁾	⁽³⁾	⁽³⁾	Class A Common Stock	1,438,769	⁽³⁾	I	Held through RCP III (A) Vacasa AIV L.P.⁽²⁾
Units of Vacasa Holdings, LLC⁽³⁾	⁽³⁾	⁽³⁾	Class A Common Stock	3,546,736	⁽³⁾	I	Held through Riverwood Capital Partners III (Parallel-B) L.P.⁽²⁾

1. Name and Address of Reporting Person^*

Riverwood Capital Partners II (Parallel-B) L.P.

(Last)

(First)

(Middle)

70 WILLOW ROAD, SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Riverwood Capital Partners III (Parallel - B) L.P.

(Last)

(First)

(Middle)

70 WILLOW ROAD, SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

RCP III (A) Vacasa AIV L.P.

(Last)

(First)

(Middle)

70 WILLOW ROAD, SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Explanation of Responses:

1. The general partner of RW Vacasa AIV L.P., Riverwood Capital Partners II (Parallel-B) L.P. and RW Industrious Blocker L.P. is Riverwood Capital II L.P. The general partner of Riverwood Capital II L.P. is Riverwood Capital GP II Ltd. Riverwood Capital II L.P. and Riverwood Capital GP II Ltd. may be deemed to beneficially own the securities directly held by RW Vacasa AIV L.P., Riverwood Capital Partners II (Parallel-B) L.P., and RW Industrious Blocker L.P.

2. The general partner of RCP III Vacasa AIV L.P., RCP III (A) Vacasa AIV L.P., Riverwood Capital Partners III (Parallel-B) L.P., RCP III Blocker Feeder L.P. and RCP III (A) Blocker Feeder L.P. is Riverwood Capital III L.P. The general partner of Riverwood Capital III L.P. is Riverwood Capital GP III Ltd. Riverwood Capital III L.P. and Riverwood Capital GP III Ltd. may be deemed to beneficially own the securities directly held by RCP III Vacasa AIV L.P., RCP III (A) Vacasa AIV L.P., Riverwood Capital Partners III (Parallel-B) L.P., RCP III Blocker Feeder L.P. and RCP III (A) Blocker Feeder L.P.

3. Units of Vacasa Holdings, LLC 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 exchangeable 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. 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:

This Form 3 amendment is being filed to correct the number of shares of Class A Common Stock and Units of Vacasa Holdings, LLC beneficially owned by the Reporting Persons. This Form 3 amendment is also being filed to include certain beneficial owners previously not included in the original Form 3 as Reporting Persons. Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 3 amendment. Jeffrey T. Parks is a member of the board of directors of the Issuer and a member of the investment committees of Riverwood Capital II L.P. and Riverwood Capital III L.P. and a shareholder of Riverwood Capital GP II Ltd. and Riverwood Capital GP III Ltd. The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act. This filing shall not be deemed an admission that the Reporting Persons are beneficial owners of all securities covered by this filing for purposes of Section 16 of the Exchange Act or otherwise, and each Reporting Person disclaims beneficial ownership of these securities, except to the extent of such Reporting Person's pecuniary interest therein, if any.

	By: /s/ Jeffrey T. Parks, Director of Riverwood Capital GP III Ltd., general partner of Riverwood Capital III L.P., general partner of RCP III (A) Vacasa AIV L.P.	02/14/2022
	By: /s/ Jeffrey T. Parks, Director of Riverwood Capital GP II Ltd., general partner of Riverwood Capital II L.P., general partner of Riverwood Capital Partners II (Parallel-B) L.P.	02/14/2022
	By: /s/ Jeffrey T. Parks, Director of Riverwood Capital GP III Ltd., general partner of Riverwood Capital III L.P., general partner of Riverwood Capital Partners III (Parallel-B) L.P.	02/14/2022
	** 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).
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.

SEC Form 3: New insider Riverwood Capital Partners Ii (Parallel-B) L.P. claimed ownership of 23,055,878 shares (Amendment)