Sec Form 13G Filing - Altos Hybrid L.P. filing for VACASA INC (VCSA) - 2022-02-14

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

 

SCHEDULE 13G 

(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), 

(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b) 

(Amendment No. _)*

 

Vacasa, Inc.

(Name of Issuer)

 

Class A Common Stock

(Title of Class of Securities)

 

91854V 10 7

(CUSIP Number)

 

December 6, 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)
   
xRule 13d-1(c)
   
 ¨Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for 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 the 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 ("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. 91854V 10 7 Page 2 of 33

 

1.

Name of Reporting Persons

 

Altos Hybrid, L.P.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨

(b)  x (1)

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

 

4,192,210 (2)

6.

Shared Voting Power

 

0

7.

Sole Dispositive Power

 

4,192,210 (2)

8.

Shared Dispositive Power

 

0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

4,192,210 (2)

10.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

 

11.

Percent of Class Represented by Amount in Row (11)

 

2.0% (3)

12.

Type of Reporting Person (See Instructions)

 

PN

(1)  This Schedule 13G is filed by Altos Hybrid, L.P. (“Hybrid”), Altos Hybrid BF, LLC (“Hybrid BF”), Altos Hybrid BL, LLC (“Hybrid BL”), Altos Hybrid D, LLC (“Hybrid D”), Altos Hybrid G, LLC (“Hybrid G”), Altos Hybrid I, LLC (“Hybrid I” and, together with Hybrid, Hybrid BF, Hybrid BL and Hybrid D, Hybrid G, the “Hybrid Funds”), Altos Hybrid 2, L.P. (“Hybrid 2”), Altos Hybrid 2 BF, LLC, Altos Hybrid 2 BL, LLC (“Hybrid 2 BL”), Altos Hybrid 2 N, LLC (“Hybrid 2 N”), Altos Hybrid 2 P-FIO, LLC (“Hybrid 2 P-FIO”), Altos Hybrid 2 P-M, LLC (“Hybrid 2 P-M”), Altos Hybrid 2 P-MSF, LLC (“Hybrid 2 P-MSF”), Altos Hybrid 2 V, LLC (“Hybrid 2 V” an, together with Hybrid 2, Hybrid 2 BF, Hybrid 2 BL, Hybrid 2 N, Hybrid 2 P-FIO, Hybrid 2 P-M and Hybrid 2 P-MSF, the “Hybrid 2 Funds”), Altos Hybrid 3, L.P. (“Hybrid 3”), Altos Hybrid 3 B, LLC (“Hybrid 3 B”), Altos Hybrid 3 GS, LLC (“Hybrid 3 GS”), Altos Hybrid 3 I, LLC (“Hybrid 3 I”), Altos Hybrid 3 M, LLC (“Hybrid 3 M”), Altos Hybrid 3 T, LLC (“Hybrid 3 T” and, together with Hybrid 3, Hybrid 3 B, Hybrid 3 GS, Hybrid 3 I and Hybrid 3 M, the “Hybrid 3 Funds”), Altos Hybrid GP, LLC (“Hybrid GP”), Altos Hybrid 2 GP, LLC (“Hybrid 2 GP”), Altos Hybrid 3 GP, LLC (“Hybrid 3 GP” and, together with Hybrid GP and Hybrid 2 GP, the “Altos GPs”), Han Kim (“Kim”), Hodong Nam (Nam”) and Anthony P. Lee (“Lee”) (collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2) The shares are held directly by Hybrid.

 

(3)  The beneficial ownership percentage is based on a total of 214,793,795 shares of Class A Common Stock outstanding as of December 6, 2021, as reflected in the Issuer’s prospectus, which was filed with the Securities and Exchange Commission on December 30, 2021.

 

 

 

 

CUSIP No. 91854V 10 7 Page 3 of 33

 

1.

Name of Reporting Persons

 

Altos Hybrid BF, LLC

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨

(b)  x (1)

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

 

607,277 (2)

6.

Shared Voting Power

 

0

7.

Sole Dispositive Power

 

607,277 (2)

8.

Shared Dispositive Power

 

0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

607,277 (2)

10.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

 

11.

Percent of Class Represented by Amount in Row (11)

 

0.3% (3)

12.

Type of Reporting Person (See Instructions)

 

OO

(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2) The shares are held directly by Hybrid BF.

 

(3)  The beneficial ownership percentage is based on a total of 214,793,795 shares of Class A Common Stock outstanding as of December 6, 2021, as reflected in the Issuer’s prospectus, which was filed with the Securities and Exchange Commission on December 30, 2021.

 

 

 

 

CUSIP No. 91854V 10 7 Page 4 of 33

 

1.

Name of Reporting Persons

 

Altos Hybrid BL, LLC

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨

(b)  x (1)

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

 

607,277 (2)

6.

Shared Voting Power

 

0

7.

Sole Dispositive Power

 

607,277 (2)

8.

Shared Dispositive Power

 

0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

607,277 (2)

10.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

 

11.

Percent of Class Represented by Amount in Row (11)

 

0.3% (3)

12.

Type of Reporting Person (See Instructions)

 

OO

(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2) The shares are held directly by Hybrid BL.

 

(3)  The beneficial ownership percentage is based on a total of 214,793,795 shares of Class A Common Stock outstanding as of December 6, 2021, as reflected in the Issuer’s prospectus, which was filed with the Securities and Exchange Commission on December 30, 2021.

 

 

 

 

CUSIP No. 91854V 10 7 Page 5 of 33

 

1.

Name of Reporting Persons

 

Altos Hybrid D, LLC

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨

(b)  x (1)

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

 

4,132,359 (2)

6.

Shared Voting Power

 

0

7.

Sole Dispositive Power

 

4,132,359 (2)

8.

Shared Dispositive Power

 

0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

4,132,359 (2)

10.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

 

11.

Percent of Class Represented by Amount in Row (11)

 

1.9% (3)

12.

Type of Reporting Person (See Instructions)

 

OO

(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2) The shares are held directly by Hybrid D.

 

(3)  The beneficial ownership percentage is based on a total of 214,793,795 shares of Class A Common Stock outstanding as of December 6, 2021, as reflected in the Issuer’s prospectus, which was filed with the Securities and Exchange Commission on December 30, 2021.

 

 

 

 

CUSIP No. 91854V 10 7 Page 6 of 33

 

1.

Name of Reporting Persons

 

Altos Hybrid G, LLC

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨

(b)  x (1)

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

 

585,214 (2)

6.

Shared Voting Power

 

0

7.

Sole Dispositive Power

 

585,214 (2)

8.

Shared Dispositive Power

 

0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

585,214 (2)

10.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

 

11.

Percent of Class Represented by Amount in Row (11)

 

0.3% (3)

12.

Type of Reporting Person (See Instructions)

 

OO

(1)            This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2) The shares are held directly by Hybrid G.

 

(3)  The beneficial ownership percentage is based on a total of 214,793,795 shares of Class A Common Stock outstanding as of December 6, 2021, as reflected in the Issuer’s prospectus, which was filed with the Securities and Exchange Commission on December 30, 2021.

 

 

 

 

CUSIP No. 91854V 10 7 Page 7 of 33

 

1.

Name of Reporting Persons

 

Altos Hybrid I, LLC

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨

(b)  x (1)

3.

SEC USE ONLY

 

 

4.

Citizenship or Place of Organization

 

Delaware

Number of

 

Shares

 

Beneficially

 

Owned by

 

Each

 

Reporting

 

Person With:

5.< /td>

Sole Voting Power

 

2,314,822 (2)

6.

Shared Voting Power

 

0

7.

Sole Dispositive Power

 

2,314,822 (2)

8.

Shared Dispositive Power

 

0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

2,314,822 (2)

10.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

 

11.

Percent of Class Represented by Amount in Row (11)

 

1.1% (3)

12.

Type of Reporting Person (See Instructions)

 

OO

(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2) The shares are held directly by Hybrid I.

 

(3)  The beneficial ownership percentage is based on a total of 214,793,795 shares of Class A Common Stock outstanding as of December 6, 2021, as reflected in the Issuer’s prospectus, which was filed with the Securities and Exchange Commission on December 30, 2021.

 

 

 

 

CUSIP No. 91854V 10 7 Page 8 of 33

 

1.

Name of Reporting Persons

 

Altos Hybrid 2, L.P.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨

(b)  x (1)

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

 

1,189,266 (2)

6.

Shared Voting Power

 

0

7.

Sole Dispositive Power

 

1,189,266 (2)

8.

Shared Dispositive Power

 

0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,189,266 (2)

10.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

 

11.

Percent of Class Represented by Amount in Row (11)

 

0.6% (3)

12.

Type of Reporting Person (See Instructions)

 

PN

(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2) The shares are held directly by Hybrid 2.

 

(3)  The beneficial ownership percentage is based on a total of 214,793,795 shares of Class A Common Stock outstanding as of December 6, 2021, as reflected in the Issuer’s prospectus, which was filed with the Securities and Exchange Commission on December 30, 2021.

 

 

 

 

CUSIP No. 91854V 10 7 Page 9 of 33

 

1.

Name of Reporting Persons

 

Altos Hybrid 2 BF, LLC

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨

(b)  x (1)

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

 

59,463 (2)

6.

Shared Voting Power

 

0

7.

Sole Dispositive Power

 

59,463 (2)

8.

Shared Dispositive Power

 

0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

59,463 (2)

10.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

 

11.

Percent of Class Represented by Amount in Row (11)

 

0.0% (3)

12.

Type of Reporting Person (See Instructions)

 

OO

(1) This Schedule 13G is filed by the Reporting Per sons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2) The shares are held directly by Hybrid 2 BF.

 

(3)  The beneficial ownership percentage is based on a total of 214,793,795 shares of Class A Common Stock outstanding as of December 6, 2021, as reflected in the Issuer’s prospectus, which was filed with the Securities and Exchange Commission on December 30, 2021.

 

 

 

 

CUSIP No. 91854V 10 7 Page 10 of 33

 

1.

Name of Reporting Persons

 

Altos Hybrid 2 BL, LLC

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨

(b)  x (1)

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

 

59,463 (2)

6.

Shared Voting Power

 

0

7.

Sole Dispositive Power

 

59,463 (2)

8.

Shared Dispositive Power

 

0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

59,463 (2)

10.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

 

11.

Percent of Class Represented by Amount in Row (11)

 

0.0% (3)

12.

Type of Reporting Person (See Instructions)

 

OO

(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2) The shares are held directly by Hybrid 2 BL.

 

(3)  The beneficial ownership percentage is based on a total of 214,793,795 shares of Class A Common Stock outstanding as of December 6, 2021, as reflected in the Issuer’s prospectus, which was filed with the Securities and Exchange Commission on December 30, 2021.

 

 

 

 

CUSIP No. 91854V 10 7 Page 11 of 33

 

1.

Name of Reporting Persons

 

Altos Hybrid 2 N, LLC

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨

(b)  x (1)

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

 

118,815 (2)

6.

Shared Voting Power

 

0

7.

Sole Dispositive Power

 

118,815 (2)

8.

Shared Dispositive Power

 

0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

118,815 (2)

10.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

 

11.

Percent of Class Represented by Amount in Row (11)

 

0.1% (3)

12.

Type of Reporting Person (See Instructions)

 

OO

(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2) The shares are held directly by Hybrid 2 N.

 

(3)  The beneficial ownership percentage is based on a total of 214,793,795 shares of Class A Common Stock outstanding as of December 6, 2021, as reflected in the Issuer’s prospectus, which was filed with the Securities and Exchange Commission on December 30, 2021.

 

 

 

 

CUSIP No. 91854V 10 7 Page 12 of 33

 

1.

Name of Reporting Persons

 

Altos Hybrid 2 P-FIO, LLC

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨

(b)  x (1)

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

 

409,802 (2)

6.

Shared Voting Power

 

0

7.

Sole Dispositive Power

 

409,802 (2)

8.

Shared Dispositive Power

 

0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

409,802 (2)

10.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

 

11.

Percent of Class Represented by Amount in Row (11)

 

0.2% (3)

12.

Type of Reporting Person (See Instructions)

 

OO

(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2) The shares are held directly by Hybrid 2 P-FIO.

 

(3)  The beneficial ownership percentage is based on a total of 214,793,795 shares of Class A Common Stock outstanding as of December 6, 2021, as reflected in the Issuer’s prospectus, which was filed with the Securities and Exchange Commission on December 30, 2021.

 

 

 

 

CUSIP No. 91854V 10 7 Page 13 of 33

 

1.

Name of Reporting Persons

 

Altos Hybrid 2 P-M, LLC

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨

(b)  x (1)

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

 

117,567 (2)

6.

Shared Voting Power

 

0

7.

Sole Dispositive Power

 

117,567 (2)

8.

Shared Dispositive Power

 

0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

117,567 (2)

10.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

 

11.

Percent of Class Represented by Amount in Row (11)

 

0.1% (3)

12.

Type of Reporting Person (See Instructions)

 

OO

(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2) The shares are held directly by Hybrid 2 P-M.

 

(3) The beneficial ownership percentage is based on a total of 214,793,795 shares of Class A Common Stock outstanding as of December 6, 2021, as reflected in the Issuer’s prospectus, which was filed with the Securities and Exchange Commission on December 30, 2021.

 

 

 

 

CUSIP No. 91854V 10 7 Page 14 of 33

 

1.

Name of Reporting Persons

 

Altos Hybrid 2 P-MSF, LLC

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨

(b)  x (1)

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

 

117,567 (2)

6.

Shared Voting Power

 

0

7.

Sole Dispositive Power

 

117,567 (2)

8.

Shared Dispositive Power

 

0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

117,567 (2)

10.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

 

11.

Percent of Class Represented by Amount in Row (11)

 

0.1% (3)

12.

Type of Reporting Person (See Instructions)

 

OO

(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2) The shares are held directly by Hybrid P-MSF.

 

(3)  The beneficial ownership percentage is based on a total of 214,793,795 shares of Class A Common Stock outstanding as of December 6, 2021, as reflected in the Issuer’s prospectus, which was filed with the Securities and Exchange Commission on December 30, 2021.

 

 

 

 

CUSIP No. 91854V 10 7 Page 15 of 33

 

1.

Name of Reporting Persons

 

Altos Hybrid 2 V, LLC

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨

(b)  x (1)

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

 

552,474 (2)

6.

Shared Voting Power

 

0

7.

Sole Dispositive Power

 

552,474 (2)

8.

Shared Dispositive Power

 

0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

552,474 (2)

10.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

 

11.

Percent of Class Represented by Amount in Row (11)

 

0.3% (3)

12.

Type of Reporting Person (See Instructions)

 

OO

(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2) The shares are held directly by Hybrid 2 V.

 

(3)  The beneficial ownership percentage is based on a total of 214,793,795 shares of Class A Common Stock outstanding as of December 6, 2021, as reflected in the Issuer’s prospectus, which was filed with the Securities and Exchange Commission on December 30, 2021.

 

 

 

 

CUSIP No. 91854V 10 7 Page 16 of 33

 

1.

Name of Reporting Persons

 

Altos Hybrid 3, L.P.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨

(b)  x (1)

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

 

2,999,986 (2)

6.

Shared Voting Power

 

0

7.

Sole Dispositive Power

 

2,999,986 (2)

8.

Shared Dispositive Power

 

0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

2,999,986 (2)

10.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

 

11.

Percent of Class Represented by Amount in Row (11)

 

1.4% (3)

12.

Type of Reporting Person (See Instructions)

 

PN

(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2) The shares are held directly by Altos 3.

 

(3)  The beneficial ownership percentage is based on a total of 214,793,795 shares of Class A Common Stock outstanding as of December 6, 2021, as reflected in the Issuer’s prospectus, which was filed with the Securities and Exchange Commission on December 30, 2021.

 

 

 

 

CUSIP No. 91854V 10 7 Page 17 of 33

 

1.

Name of Reporting Persons

 

Altos Hybrid 3 B, LLC

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨

(b)  x (1)

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

 

132,845 (2)

6.

Shared Voting Power

 

0

7.

Sole Dispositive Power

 

132,845 (2)

8.

Shared Dispositive Power

 

0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

132,845 (2)

10.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

 

11.

Percent of Class Represented by Amount in Row (11)

 

0.1% (3)

12.

Type of Reporting Person (See Instructions)

 

OO

(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2) The shares are held directly by Hybrid 3 B.

 

(3)  The beneficial ownership percentage is based on a total of 214,793,795 shares of Class A Common Stock outstanding as of December 6, 2021, as reflected in the Issuer’s prospectus, which was filed with the Securities and Exchange Commission on December 30, 2021.

 

 

 

 

CUSIP No. 91854V 10 7 Page 18 of 33

 

1.

Name of Reporting Persons

 

Altos Hybrid 3 GS, LLC

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨

(b)  x (1)

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

 

265,687 (2)

6.

Shared Voting Power

 

0

7.

Sole Dispositive Power

 

265,687 (2)

8.

Shared Dispositive Power

 

0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

265,687 (2)

10.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

 

11.

Percent of Class Represented by Amount in Row (11)

 

0.1% (3)

12.

Type of Reporting Person (See Instructions)

 

OO

(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2) The shares are held directly by Hybrid 3 GS.

 

(3)  The beneficial ownership percentage is based on a total of 214,793,795 shares of Class A Common Stock outstanding as of December 6, 2021, as reflected in the Issuer’s prospectus, which was filed with the Securities and Exchange Commission on December 30, 2021.

 

 

 

 

CUSIP No. 91854V 10 7 Page 19 of 33

 

1.

Name of Reporting Persons

 

Altos Hybrid 3 I, LLC

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨

(b)  x (1)

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

 

132,845 (2)

6.

Shared Voting Power

 

0

7.

Sole Dispositive Power

 

132,845 (2)

8.

Shared Dispositive Power

 

0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

132,845 (2)

10.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

 

11.

Percent of Class Represented by Amount in Row (11)

 

0.1% (3)

12.

Type of Reporting Person (See Instructions)

 

OO

(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2) The shares are held directly by Hybrid 3 I.

 

(3)  The beneficial ownership percentage is based on a total of 214,793,795 shares of Class A Common Stock outstanding as of December 6, 2021, as reflected in the Issuer’s prospectus, which was filed with the Securities and Exchange Commission on December 30, 2021.

 

 

 

 

CUSIP No. 91854V 10 7 Page 20 of 33

 

1.

Name of Reporting Persons

 

Altos Hybrid 3 M, LLC

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨

(b)  x (1)

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

 

132,845 (2)

6.

Shared Voting Power

 

0

7.

Sole Dispositive Power

 

132,845 (2)

8.

Shared Dispositive Power

 

0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

132,845 (2)

10.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

 

11.

Percent of Class Represented by Amount in Row (11)

 

0.1% (3)

12.

Type of Reporting Person (See Instructions)

 

OO

(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2) The shares are held directly by Hybrid 3 M.

 

(3)  The beneficial ownership percentage is based on a total of 214,793,795 shares of Class A Common Stock outstanding as of December 6, 2021, as reflected in the Issuer’s prospectus, which was filed with the Securities and Exchange Commission on December 30, 2021.

 

 

 

 

CUSIP No. 91854V 10 7 Page 21 of 33

 

1.

Name of Reporting Persons

 

Altos Hybrid 3 T, LLC

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨

(b)  x (1)

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

 

132,845 (2)

6.

Shared Voting Power

 

0

7.

Sole Dispositive Power

 

132,845 (2)

8.

Shared Dispositive Power

 

0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

132,845 (2)

10.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

 

11.

Percent of Class Represented by Amount in Row (11)

 

0.1% (3)

12.

Type of Reporting Person (See Instructions)

 

OO

(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2) The shares are held directly by Hybrid 3T.

 

(3)  The beneficial ownership percentage is based on a total of 214,793,795 shares of Class A Common Stock outstanding as of December 6, 2021, as reflected in the Issuer’s prospectus, which was filed with the Securities and Exchange Commission on December 30, 2021.

 

 

 

 

CUSIP No. 91854V 10 7 Page 22 of 33

 

1.

Name of Reporting Persons

 

Altos Hybrid GP, LLC

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨

(b)&#x A0; x (1)

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

 

12,439,159 (2) 

7.

Sole Dispositive Power

 

0

8.

Shared Dispositive Power

 

12,439,159 (2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

12,439,159 (2)

10.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

 

11.

Percent of Class Represented by Amount in Row (11)

 

5.8% (3)

12.

Type of Reporting Person (See Instructions)

 

OO

(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2)  Consists of shares held directly by the Hybrid Funds. Hybrid GP is the general partner of each of the Hybrid Funds and has voting and dispositive power with respect to these shares.

 

(3)  The beneficial ownership percentage is based on a total of 214,793,795 shares of Class A Common Stock outstanding as of December 6, 2021, as reflected in the Issuer’s prospectus, which was filed with the Securities and Exchange Commission on December 30, 2021.

 

 

 

 

CUSIP No. 91854V 10 7 Page 23 of 33

 

1.

Name of Reporting Persons

 

Altos Hybrid 2 GP, LLC

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨

(b)  x (1)

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

 

6.

Shared Voting Power

 

2,624,417 (2) 

7.

Sole Dispositive Power

 

0

8.

Shared Dispositive Power

 

2,624,417 (2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

(2)

10.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

 

11.

Percent of Class Represented by Amount in Row (11)

 

1.2% (3)

12.

Type of Reporting Person (See Instructions)

 

OO

(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2)  Consists of shares held directly by the Hybrid 2 Funds. Hybrid 2 GP is the general partner of each of the Hybrid 2 Funds and has voting and dispositive power with respect to these shares.

 

(3)  The beneficial ownership percentage is based on a total of 214,793,795 shares of Class A Common Stock outstanding as of December 6, 2021, as reflected in the Issuer’s prospectus, which was filed with the Securities and Exchange Commission on December 30, 2021.

 

 

 

 

CUSIP No. 91854V 10 7 Page 24 of 33

 

1.

Name of Reporting Persons

 

Altos Hybrid 3 GP, LLC

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨

(b)  x (1)

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

 

3,797,053 (2) 

7.

Sole Dispositive Power

 

0

8.

Shared Dispositive Power

 

3,797,053 (2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

3,797,053 (2)

10.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

 

11.

Percent of Class Represented by Amount in Row (11)

 

1.8% (3)

12.

Type of Reporting Person (See Instructions)

 

OO

(1)  This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2)  Consists of shares held directly by the Hybrid 3 Funds. Hybrid 3 GP is the general partner of each of the Hybrid 3 Funds and has voting and dispositive power with respect to these shares.

 

(3)  The beneficial ownership percentage is based on a total of 214,793,795 shares of Class A Common Stock outstanding as of December 6, 2021, as reflected in the Issuer’s prospectus, which was filed with the Securities and Exchange Commission on December 30, 2021.

 

 

 

 

CUSIP No. 91854V 10 7 Page 25 of 33

 

1.

Name of Reporting Persons

 

Anthony P. Lee

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨

(b)  x (1)

3.

SEC USE ONLY

 

 

4.

Citizenship or Place of Organization

 

United States of America

Number of

 

Shares

 

Beneficially

 

Owned by

 

Each

 

Reporting

 

Person With:

5.

Sole Voting Power

 

0

6.

Shared Voting Power

 

18,860,629 (2) 

7.

Sole Dispositive Power

 

0

8.

Shared Dispositive Power

 

18,860,629 (2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

18,860,629 (2)

10.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

 

11.

Percent of Class Represented by Amount in Row (11)

 

8.8% (3)

12.

Type of Reporting Person (See Instructions)

 

IN

(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2)  Consists of shares held directly by the Altos Funds. The Reporting Person is a managing member of each of the Altos GPs and shares voting and dispositive power with respect to these shares.

 

(3)  The beneficial ownership percentage is based on a total of 214,793,795 shares of Class A Common Stock outstanding as of December 6, 2021, as reflected in the Issuer’s prospectus, which was filed with the Securities and Exchange Commission on December 30, 2021.

 

 

 

 

CUSIP No. 91854V 10 7 Page 26 of 33

 

1.

Name of Reporting Persons

 

Han Kim

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨

(b)  x (1)

3.

SEC USE ONLY

 

 

4.

Citizenship or Place of Organization

 

United States of America

Number of

 

Shares

 

Beneficially

 

Owned by

 

Each

 

Reporting

 

Person With:

5.

Sole Voting Power

 

0

6.

Shared Voting Power

 

18,860,629 (2)

7.

Sole Dispositive Power

 

0

8.

Shared Dispositive Power

 

18,860,629 (2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

18,860,629 (2)

10.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

 

11.

Percent of Class Represented by Amount in Row (11)

 

8.8% (3)

12.

Type of Reporting Person (See Instructions)

 

IN

(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2)  Consists of shares held directly by the Altos Funds. The Reporting Person is a managing member of each of the Altos GPs and shares voting and dispositive power with respect to these shares.

 

(3)  The beneficial ownership percentage is based on a total of 214,793,795 shares of Class A Common Stock outstanding as of December 6, 2021, as reflected in the Issuer’s prospectus, which was filed with the Securities and Exchange Commission on December 30, 2021.

 

 

 

 

CUSIP No. 91854V 10 7 Page 27 of 33

 

1.

Name of Reporting Persons

 

Hodong Nam

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨

(b)  x (1)

3.

SEC USE ONLY

 

 

4.

Citizenship or Place of Organization

 

United States of America

Number of

 

Shares

 

Beneficially

 

Owned by

 

Each

 

Reporting

 

Person With:

5.

Sole Voting Power

 

0

6.

Shared Voting Power

 

18,860,629 (2)

7.

Sole Dispositive Power

 

0

8.

Shared Dispositive Power

 

18,860,629 (2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

18,860,629 (2)

10.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

 

11.

Percent of Class Represented by Amount in Row (11)

 

8.8% (3)

12.

Type of Reporting Person (See Instructions)

 

IN

(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2)  Consists of shares held directly by the Altos Funds. The Reporting Person is a managing member of each of the Altos GPs and shares voting and dispositive power with respect to these shares.

 

(3)  The beneficial ownership percentage is based on a total of 214,793,795 shares of Class A Common Stock outstanding as of December 6, 2021, as reflected in the Issuer’s prospectus, which was filed with the Securities and Exchange Commission on December 30, 2021.

 

 

 

 

CUSIP No. 91854V 10 7 Page 28 of 33

 

Introductory Note: This statement on Schedule 13G is being filed by the Reporting Persons in respect of Class A Common Stock of Vacasa, Inc. (the “Issuer”).

 

Item 1(a)Name of Issuer

 

Vacasa, Inc.

 

Item 1(b)Address of Issuer's Principal Executive Offices

 

850 NW 13th Avenue 

Portland, OR 97209

 

Item 2(a)Name of Person Filing

 

Altos Hybrid, L.P. (“Hybrid”) 

Altos Hybrid BF, LLC (“Hybrid BF”) 

Altos Hybrid BL, LLC (“Hybrid BL”) 

Altos Hybrid D, LLC (“Hybrid D”) 

Altos Hybrid G, LLC (“Hybrid G”) 

Altos Hybrid I, LLC (“Hybrid I”) 

Altos Hybrid 2, L.P. (“Hybrid 2”) 

Altos Hybrid 2 BF, LLC (“Hybrid 2 BF”) 

Altos Hybrid 2 BL, LLC (“Hybrid 2 BL”) 

Altos Hybrid 2 N, LLC (“Hybrid 2 N”) 

Altos Hybrid 2 P-FIO, LLC (“Hybrid 2 P-FIO”) 

Altos Hybrid 2 P-M, LLC (“Hybrid 2 P-M”) 

Altos Hybrid 2 P-MSF, LLC (“Hybrid 2 P-MSF”) 

Altos Hybrid 2 V, LLC (“Hybrid 2 P V”) 

Altos Hybrid 3, L.P. (“Hybrid 3”) 

Altos Hybrid 3 B, LLC (“Hybrid 3 B”) 

Altos Hybrid 3 GS, LLC (“Hybrid 3 GS”) 

Altos Hybrid 3 I, LLC (“Hybrid 3 I”) 

Altos Hybrid 3 M, LLC (“Hybrid 3 M”) 

Altos Hybrid 3 T, LLC (“Hybrid 3 T”) 

Altos Hybrid GP, LLC (“Hybrid GP”) 

Altos Hybrid 3 GP, LLC (“Hybrid 3 GP”) 

Altos Hybrid 2 GP, LLC (“Hybrid 2 GP”). 

Anthony P. Lee (“Lee”) 

Han Kim (“Kim”) 

Hodong Nam (“Nam”)

 

Item 2(b)Address of Principal Business Office or, if none, Residence

 

2882 Sand Hill Road, Suite 100 

Menlo Park, CA 94025

 

Item 2(c)Citizenship

 

Hybrid—Delaware 

Hybrid BF—Delaware 

Hybrid BL—Delaware 

Hybrid D—Delaware 

Hybrid G—Delaware 

Hybrid I—Delaware 

Hybrid 2—Delaware 

Hybrid 2 BF—Delaware 

Hybrid 2 BL—Delaware 

Hybrid 2 N—Delaware 

Hybrid 2 P-FIO—Delaware 

Hybrid 2 P-M—Delaware 

Hybrid 2 P-MSF—Delaware 

Hybrid 2 P V—Delaware 

 

 

 

CUSIP No. 91854V 10 7 Page 29 of 33

 

Hybrid 3—Delaware 

Hybrid 3 B—Delaware 

Hybrid 3 GS—Delaware 

Hybrid 3 I—Delaware 

Hybrid 3 M—Delaware 

Hybrid 3 T—Delaware 

Hybrid GP—Delaware 

Hybrid 3 GP—Delaware 

Hybrid 2 GP—Delaware. 

Lee—United States of America 

Kim—United States of America 

Nam—United States of America

 

Item 2(d) Title of Class of Securities

 

Class A Common Stock

 

Item 2(e)CUSIP Number

 

91854V 10 7

 

Item 3Not applicable.

 

Item 4Ownership

 

  (a)

Amount beneficially owned:

See line 9 of pages 2 to 27, which are hereby incorporated by reference

  (b)

Percent of class:

See line 11 of pages 2 to 27, which are hereby incorporated by reference

  (c)

Number of shares as to which the person has:

 

  (i)

Sole power to vote or to direct the vote

See line 5 of pages 2 to 27, which are hereby incorporated by reference

  (ii)

Shared power to vote or to direct the vote

See line 6 of pages 2 to 27, which are hereby incorporated by reference

  (iii)

Sole power to dispose or to direct the disposition of

See line 7 of pages 2 to 27, which are hereby incorporated by reference

  (iv)

Shared power to dispose or to direct the disposition of

See line 8 of pages 2 to 27, which are hereby incorporated by reference

 

Item 5Ownership of Five Percent or Less of a Class

 

If this statement is being filed to re port 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 6Ownership of More than Five Percent of Another Person

 

Not applicable.

 

Item 7Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company

 

Not applicable.

 

Item 8Identification and Classification of Members of the Group

 

Not applicable.

 

 

 

 

CUSIP No. 91854V 10 7 Page 30 of 33

 

Item 9Notice of Dissolution of Group

 

Not applicable.

 

Item 10Certification

 

Not applicable.

 

 

 

 

CUSIP No. 91854V 10 7 Page 31 of 33

 

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.

 

February 14, 2022

 

Altos Hybrid, L.P. 

Altos Hybrid BF, LLC 

Altos Hybrid BL, LLC 

Altos Hybrid D, LLC 

Altos Hybrid G, LLC 

Altos Hybrid I, LLC 

By Altos Hybrid GP, LLC, their General Partner/Manger 

  By: /s/ Anthony P. Lee  

Anthony P. Lee, Managing Director

 

Altos Hybrid 2, L.P. 

Altos Hybrid 2 BF, LLC 

Altos Hybrid 2 BL, LLC 

Altos Hybrid 2 N, LLC 

Altos Hybrid 2 P-FIO, LLC 

Altos Hybrid 2 P-M, LLC 

Altos Hybrid 2 P-MSF, LLC 

Altos Hybrid 2 V, LLC 

By Altos Hybrid 2, GP, LLC, their General Partner/Manger 

  By: /s/ Anthony P. Lee  

Anthony P. Lee, Managing Director

 

Altos Hybrid 3, L.P. 

Altos Hybrid 3 B, LLC 

Altos Hybrid 3 GS, LLC 

Altos Hybrid 3 I, LLC 

Altos Hybrid 3 M, LLC 

Altos Hybrid 3 T, LLC 

By Altos Hybrid 3, GP, LLC, their General Partner/Manger

  By: /s/ Anthony P. Lee  

Anthony P. Lee, Managing Director

 

Altos Hybrid GP, LLC

  By: /s/ Anthony P. Lee  

Anthony P. Lee, Managing Member

 

Altos Hybrid 2, GP, LLC

  By: /s/ Anthony P. Lee  

Anthony P. Lee, Managing Member

 

Altos Hybrid 3, GP, LLC

  By: /s/ Anthony P. Lee  

Anthony P. Lee, Managing Member

 

  /s/ Anthony P. Lee  

An thony P. Lee

 

  /s/ Han Kim  

HAN KIM

 

  /s/ Hodong Nam  

Hodong Nam

 

 

 

 

CUSIP No. 91854V 10 7 Page 32 of 33

 

EXHIBIT INDEX

 

Exhibit No.

 

99.1Joint Filing Agreement

 

 

 

 

CUSIP No. 91854V 10 7 Page 33 of 33

 

AGREEMENT

 

Pursuant to Rule 13d-1(k)(l) promulgated pursuant to the Securities Exchange Act of 1934, as amended, the undersigned agree that the attached Schedule 13G is being filed on behalf of each of the undersigned.

 

February 14, 2022

 

Altos Hybrid, L.P. 

Altos Hybrid BF, LLC 

Altos Hybrid BL, LLC 

Altos Hybrid D, LLC 

Altos Hybrid G, LLC 

Altos Hybrid I, LLC 

By Altos Hybrid GP, LLC, their General Partner/Manger 

  By: /s/ Anthony P. Lee  

Anthony P. Lee, Managing Director

 

Altos Hybrid 2, L.P. 

Altos Hybrid 2 BF, LLC 

Altos Hybrid 2 BL, LLC 

Altos Hybrid 2 N, LLC 

Altos Hybrid 2 P-FIO, LLC 

Altos Hybrid 2 P-M, LLC 

Altos Hybrid 2 P-MSF, LLC 

Altos Hybrid 2 V, LLC 

By Altos Hybrid 2, GP, LLC, their General Partner/Manger 

  By: /s/ Anthony P. Lee  

Anthony P. Lee, Managing Director

 

Altos Hybrid 3, L.P. 

Altos Hybrid 3 B, LLC 

Altos Hybrid 3 GS, LLC 

Altos Hybrid 3 I, LLC 

Altos Hybrid 3 M, LLC 

Altos Hybrid 3 T, LLC 

By Altos Hybrid 3, GP, LLC, their General Partner/Manger

  By: /s/ Anthony P. Lee  

Anthony P. Lee, Managing Director

 

Altos Hybrid GP, LLC

  By: /s/ Anthony P. Lee  

Anthony P. Lee, Managing Member

 

Altos Hybrid 2, GP, LLC

  By: /s/ Anthony P. Lee  

Anthony P. Lee, Managing Member

 

Altos Hybrid 3, GP, LLC

  By: /s/ Anthony P. Lee  

Anthony P. Lee, Managing Member

 

  /s/ Anthony P. Lee  

Anthony P. Lee

 

  /s/ Han Kim  

HAN KIM

 

  /s/ Hodong Nam  

Hodong Nam