SC 13G 1 vcsa-sc13g_123121.htm ACQUISITION OF BENEFICIAL OWNERSHIP

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Amendment No. )*

Under the Securities Exchange Act of 1934

Vacasa, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.00001

(Titles of Class of Securities)

91854V107

(CUSIP Number)

December 31, 2021

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

* The remainder of this cover page shall be filled out of a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 91854V107				13G
1	NAME OF REPORTING PERSON TPG Pace Solutions Sponsor, Series LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* a) ☐ b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER - 0 -
		6	SHARED VOTING POWER 12,028,693 (1)
		7	SOLE DISPOSITIVE POWER - 0 -
		8	SHARED DISPOSITIVE POWER 12,028,693 (1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,028,693 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.39% (2)
12	TYPE OF REPORTING PERSON* OO

(1) Includes (i) 3,801,845 Class A Shares (as defined below) and (ii) 8,226,848 Class A Shares issuable upon conversion of 6,333,333 Class G Shares (as defined below).

(2) The calculation assumes that there is a total of 223,020,643 Class A Shares outstanding, which is the sum of (i) the 214,793,795 Class A Shares outstanding as of December 6, 2021, as reported in the Prospectus filed by the Issuer (as defined below) with the Securities and Exchange Commission (the “Commission”) on December 30, 2021, and (ii) the 8,226,848 Class A Shares issuable upon conversion of 6,333,333 Class G Shares reported herein.

CUSIP No. 91854V107				13G
1	NAME OF REPORTING PERSON David Bonderman
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* a) ☐ b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER - 0 -
		6	SHARED VOTING POWER 12,502,693 (3)
		7	SOLE DISPOSITIVE POWER - 0 -
		8	SHARED DISPOSITIVE POWER 12,502,693 (3)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,502,693 (3)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.61% (4)
12	TYPE OF REPORTING PERSON* IN

(3) Includes (i) 4,275,845 Class A Shares and (ii) 8,226,848 Class A Shares issuable upon conversion of 6,333,333 Class G Shares.

(4) The calculation assumes that there is a total of 223,020,643 Class A Shares outstanding, which is the sum of (i) the 214,793,795 Class A Shares outstanding as of December 6, 2021, as reported in the Prospectus filed by the Issuer with the Commission on December 30, 2021, and (ii) the 8,226,848 Class A Shares issuable upon conversion of 6,333,333 Class G Shares reported herein.

CUSIP No. 91854V107				13G
1	NAME OF REPORTING PERSON James G. Coulter
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* a) ☐ b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER - 0 -
		6	SHARED VOTING POWER 12,602,693 (5)
		7	SOLE DISPOSITIVE POWER - 0 -
		8	SHARED DISPOSITIVE POWER 12,602,693 (5)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,602,693 (5)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.65% (6)
12	TYPE OF REPORTING PERSON* IN

(5) Includes (i) 4,375,845 Class A Shares and (ii) 8,226,848 Class A Shares issuable upon conversion of 6,333,333 Class G Shares.

(6) The calculation assumes that there is a total of 223,020,643 Class A Shares outstanding, which is the sum of (i) the 214,793,795 Class A Shares outstanding as of December 6, 2021, as reported in the Prospectus filed by the Issuer with the Commission on December 30, 2021, and (ii) the 8,226,848 Class A Shares issuable upon conversion of 6,333,333 Class G Shares reported herein.

CUSIP No. 91854V107				13G
1	NAME OF REPORTING PERSON Jon Winkelried
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* a) ☐ b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER - 0 -
		6	SHARED VOTING POWER 12,602,693 (7)
		7	SOLE DISPOSITIVE POWER - 0 -
		8	SHARED DISPOSITIVE POWER 12,602,693 (7)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,602,693 (7)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.65% (8)
12	TYPE OF REPORTING PERSON* IN

(7) Includes (i) 4,375,845 Class A Shares and (ii) 8,226,848 Class A Shares issuable upon conversion of 6,333,333 Class G Shares.

(8) The calculation assumes that there is a total of 223,020,643 Class A Shares outstanding, which is the sum of (i) the 214,793,795 Class A Shares outstanding as of December 6, 2021, as reported in the Prospectus filed by the Issuer with the Commission on December 30, 2021, and (ii) the 8,226,848 Class A Shares issuable upon conversion of 6,333,333 Class G Shares reported herein.

CUSIP No. 91854V107				13G
1	NAME OF REPORTING PERSON Karl Peterson
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* a) ☐ b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER - 0 -
		6	SHARED VOTING POWER 13,119,352 (9)
		7	SOLE DISPOSITIVE POWER - 0 -
		8	SHARED DISPOSITIVE POWER 13,119,352 (9)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,119,352 (9)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.88% (10)
12	TYPE OF REPORTING PERSON* IN

(9) Includes (i) 4,892,504 Class A Shares and (ii) 8,226,848 Class A Shares issuable upon conversion of 6,333,333 Class G Shares.

(10) The calculation assumes that there is a total of 223,020,643 Class A Shares outstanding, which is the sum of (i) the 214,793,795 Class A Shares outstanding as of December 6, 2021, as reported in the Prospectus filed by the Issuer with the Commission on December 30, 2021, and (ii) the 8,226,848 Class A Shares issuable upon conversion of 6,333,333 Class G Shares reported herein.

Item 1(a).

Name of Issuer:

Vacasa, Inc. (the “Issuer”)

Item 1(b).

Address of Issuer’s Principal Executive Offices:

850 NW 13th Avenue

Portland, Oregon 97209

Item 2(a).

Name of Person Filing:

This Schedule 13G is being filed jointly by TPG Pace Solutions Sponsor, Series LLC, a Delaware limited liability company (“TPG Pace Solutions Sponsor”), David Bonderman, James G. Coulter, Jon Winkelried and Karl Peterson (each, a “Reporting Person” and, together, the “Reporting Persons”), pursuant to an Agreement of Joint Filing incorporated by reference herein in accordance with Rule 13d-1(k)(1) under the Act.

TPG Pace Governance, LLC, a Cayman Islands limited liability company is the managing member of TPG Pace Solutions Sponsor, which directly holds (i) 3,801,845 Class A Shares and (ii) 6,333,333 Class G Ordinary Shares, par value $0.00001 per share (the “Class G Shares”), of the Issuer. Tarrant Remain Co III, L.P. (“RemainCo”) directly holds 474,000 Class A Shares.

Excluding Class A Shares and Class G Shares directly held by TPG Pace Solutions Sponsor and RemainCo, Mr. Coulter holds directly or indirectly 100,000 Class A Shares, Mr. Winkelried holds directly or indirectly 100,000 Class A Shares, and Mr. Peterson holds directly or indirectly 1,090,659 Class A Shares.

Pursuant to the Issuer’s Certificate of Incorporation, as amended, the Class G Shares will convert into up to 8,226,848 Class A Shares only to the extent the trading price of the Class A Shares exceeds certain thresholds or in the event of certain strategic transactions, subject to adjustment.

TPG Pace Governance, LLC is controlled by David Bonderman, James G. Coulter, Jon Winkelried and Karl Peterson. Because of the relationship between Messrs. Bonderman, Coulter, Winkelried and Peterson to TPG Pace Solutions Sponsor, each of Messrs. Bonderman, Coulter, Winkelried and Peterson may be deemed to be the beneficial owners of the securities held by TPG Pace Solutions Sponsor. RemainCo is indirectly controlled in part by Messrs. Bonderman, Coulter and Winkelried. Because of the relationship between Messrs. Bonderman, Coulter and Winkelried to RemainCo, each of Messrs. Bonderman, Coulter and Winkelried may be deemed to be the beneficial owners of the securities held by RemainCo. Messrs. Bonderman, Coulter, Winkelried and Peterson disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.

Item 2(b).

Address of Principal Business Office or, if none, Residence:

The principal business address of each of the Reporting Persons is as follows:

c/o TPG Inc.

301 Commerce Street, Suite 3300

Fort Worth, Texas 76102

Item 2(c).

Citizenship:

See response to Item 4 of each of the cover pages.

Item 2(d).

Titles of Classes of Securities:

Class A Ordinary Shares, par value $0.00001 (“Class A Shares”)

Item 2(e).

CUSIP Number:

91854V107

Item 3.

If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c),

Check Whether the Person Filing is a(n):

(a)

☐ Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78o).

(b)

☐ Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c).

(c)

☐ Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c).

(d)

☐ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e)

☐ Investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).

(f)

☐ Employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).

(g)

☐ Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).

(h)

☐ Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (13 U.S.C. 1813).

	(i)	☐ Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3).

	(j)	☐ Non-U.S. institution in accordance with §240. 13d-1(b)(1)(ii)(J).

(k)

☐ Group in accordance with §240.13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with §240. 13d-1(b)(1)(ii)(J), please specify the type of institution: ______________

Item 4.

Ownership

(a)	Amount Beneficially Owned:
	See responses to Item 9 on each cover page.
(b)	Percent of Class:
	See responses to Item 11 on each cover page.
(c)	Number of shares as to which such person has:
	(i)	Sole power to vote or to direct the vote: See responses to Item 5 on each cover page.
	(ii)	Shared power to vote or to direct the vote: See responses to Item 6 on each cover page.
	(iii)	Sole power to dispose or to direct the disposition of: See responses to Item 7 on each cover page.
	(iv)	Shared power to dispose or to direct the disposition of: See responses to Item 8 on each cover page.

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security

Being Reported on By the Parent Holding Company.

See response to Item 2(a) above.

Item 8.

Identification and Classification of Members of the Group.

TPG Pace Solutions Sponsor entered into a Stockholders Agreement, dated as of December 6, 2021 (the “Stockholders Agreement”), with certain other holders (the “Holders”) of shares of Common Stock. Pursuant to the Stockholders Agreement, TPG Pace Solutions Sponsor and the Holders have agreed to, among other things, vote their shares of Common Stock to elect members of the Board of Directors of the Issuer as set forth therein.

Because of the relationship between TPG Pace Solutions Sponsor and the Holders as a result of the Stockholders Agreement, the Reporting Persons may be deemed, pursuant to Rule 13d-3 under the Act, to beneficially own the shares of Common Stock beneficially owned by TPG Pace Solutions Sponsor and the Holders and/or to constitute a “group” with the Holders. Each Reporting Person and TPG Pace Solutions Sponsor disclaims beneficial ownership of the shares of Common Stock beneficially owned by the Holders, except to the extent of its pecuniary interest therein, if any.

Item 9.

Notice of Dissolution of Group.

Not Applicable.

Item 10.

Certification.

Not Applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 11, 2022

	TPG Pace Solutions Sponsor, Series LLC

	By:	/s/ Michael LaGatta
	Name: Michael LaGatta
	Title: Vice President

	David Bonderman

	By:	/s/ Gerald Neugebauer
	Name: Gerald Neugebauer, on behalf of David Bonderman (11)

	James G. Coulter

	By:	/s/ Gerald Neugebauer
	Name: Gerald Neugebauer, on behalf of James G. Coulter (12)

	Jon Winkelried

	By:	/s/ Gerald Neugebauer
	Name: Gerald Neugebauer, on behalf of Jon Winkelried (13)

	Karl Peterson

	By:	/s/ Michael LaGatta
	Name: Michael LaGatta, on behalf of Karl Peterson (14)

(11) Gerald Neugebauer is signing on behalf of Mr. Bonderman pursuant to an authorization and designation letter dated February 26, 2020, which was previously filed with the Commission as an exhibit to a Form 4 filed by Mr. Bonderman on March 6, 2020 (SEC File No. 001-38156).

(12) Gerald Neugebauer is signing on behalf of Mr. Coulter pursuant to an authorization and designation letter dated February 26, 2020, which was previously filed with the Commission as an exhibit to a Form 4 filed by Mr. Coulter on March 6, 2020 (SEC File No. 001-38156).

(13) Gerald Neugebauer is signing on behalf of Mr. Winkelried pursuant to an authorization and designation letter dated October 12, 2020, which was previously filed with the Commission as an exhibit to a Form 4 filed by Mr. Winkelried on October 22, 2020 (SEC File No. 001-39651).

(14) Michael LaGatta is signing on behalf of Mr. Karl Peterson pursuant to an authorization and designation letter dated March 30, 2020, which was previously filed with the Commission as an exhibit to a Schedule 13D filed by Mr. Peterson on March 30, 2020 (SEC File No. 005-90040).

Exhibit Index

Exhibit 1

Agreement of Joint Filing as required by Rule 13d-1(k)(1) under the Act.*

* Incorporated herein by reference to the Agreement of Joint Filing by TPG Group Holdings (SBS) Advisors, Inc., TPG GP A, LLC, TPG Advisors VII, Inc., TPG Advisors VI, Inc., TPG Advisors VI-AIV, Inc., TPG Asia Advisors VI, Inc., David Bonderman, James G. Coulter, Jon Winkelried and Karl Peterson dated as of January 18, 2022, which was previously filed with the Commission as Exhibit 1 to Amendment No. 4 to Schedule 13D filed by TPG GP A, LLC, David Bonderman, James G. Coulter and Jon Winkelried on January 18, 2022 with respect to the shares of common stock of Allogene Therapeutics, Inc.

SEC Form SC 13G filed by Vacasa Inc.