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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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
|
Vacasa, Inc. (Name of Issuer) |
Class A common stock, par value $0.00001 per share (Title of Class of Securities) |
91854V206 (CUSIP Number) |
Lisa Wong 70 Willow Road, Suite 100, Menlo Park, CA, 94025 (650) 618-7300 Kelli Schultz-Panas 2475 Hanover Street, Palo Alto, CA, 94304 (650) 251-5148 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/11/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on 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).
SCHEDULE 13D
|
| CUSIP No. | 91854V206 |
| 1 |
Name of reporting person
RW Industrious Blocker L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
825,103.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 91854V206 |
| 1 |
Name of reporting person
RW Vacasa AIV L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
| ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
736,409.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 91854V206 |
| 1 |
Name of reporting person
Riverwood Capital Partners II (Parallel-B) L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ONTARIO, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
408,591.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 91854V206 |
| 1 |
Name of reporting person
RCP III (A) Blocker Feeder L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
34,784.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 91854V206 |
| 1 |
Name of reporting person
RCP III Blocker Feeder L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
277,833.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 91854V206 |
| 1 |
Name of reporting person
RCP III Vacasa AIV L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
238,680.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 91854V206 |
| 1 |
Name of reporting person
RCP III (A) Vacasa AIV L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
72,607.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 91854V206 |
| 1 |
Name of reporting person
Riverwood Capital Partners III (Parallel-B) L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
178,985.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 91854V206 |
| 1 |
Name of reporting person
Riverwood Capital II L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,970,103.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
11.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 91854V206 |
| 1 |
Name of reporting person
Riverwood Capital GP II Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,970,103.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
11.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 91854V206 |
| 1 |
Name of reporting person
Riverwood Capital III L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
802,889.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 91854V206 |
| 1 |
Name of reporting person
Riverwood Capital GP III Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
802,889.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A common stock, par value $0.00001 per share | |
| (b) | Name of Issuer:
Vacasa, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
850 NW 13TH AVENUE, Portland,
OREGON
, 97209. | |
Item 1 Comment:
This Amendment No. 1 ("Amendment No. 1") is being filed by RW Industrious Blocker L.P., RW Vacasa AIV L.P., Riverwood Capital Partners II (Parallel-B) L.P., RCP III (A) Blocker Feeder L.P., RCP III Blocker Feeder L.P., RCP III Vacasa AIV L.P., RCP III (A) Vacasa AIV L.P., Riverwood Capital Partners III (Parallel-B) L.P., Riverwood Capital II L.P., Riverwood Capital GP II Ltd., Riverwood Capital III L.P. and Riverwood Capital GP III Ltd. (collectively, the "Reporting Persons") and amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the "SEC") by the Reporting Persons on January 7, 2025 (the "Original Schedule 13D"). The Items below amend the information disclosed under the corresponding Items in the Original Schedule 13D as described below. Capitalized terms used but not defined in this Amendment No. 1 shall have the same meanings ascribed to them in the Original Schedule 13D. Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported in the Original Schedule 13D. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Items 5(a) - (c) of the Original Schedule 13D are hereby amended and restated as follows:The information contained in rows 7, 8, 9, 10, 11 and 13 on each of the cover pages of this Amendment No. 1 are incorporated by reference into this Item 5.As of the date hereof, the Reporting Persons may be deemed to beneficially own an aggregate of 2,772,992 shares of the Issuer's Common Stock, consisting of (i) 825,103 shares of Common Stock held by RW Industrious Blocker L.P., (ii) 590,484 shares of Common Stock held by RW Vacasa AIV L.P. and 145,925 shares of Common Stock issuable on a one-for-one basis upon redemption of Vacasa Units and an equal number of paired shares of Class B Common Stock held by such entity, (iii) 327,626 shares of Common Stock held by Riverwood Capital Partners II (Parallel-B) L.P. and 80,965 shares of Common Stock issuable on a one-for-one basis upon redemption of Vacasa Units and an equal number of paired shares of Class B Common Stock held by such entity, (iv) 34,784 shares of Common Stock held by RCP III (A) Blocker Feeder L.P., (v) 277,833 shares of Common Stock held by RCP III Blocker Feeder L.P., (vi) 191,383 shares of Common Stock held by RCP III Vacasa AIV L.P. and 47,297 shares of Common Stock issuable on a one-for-one basis upon redemption of Vacasa Units and an equal number of paired shares of Class B Common Stock held by such entity, (vii) 58,219 shares of Common Stock held by RCP III (A) Vacasa AIV L.P. and 14,388 shares of Common Stock issuable on a one-for-one basis upon redemption of Vacasa Units and an equal number of paired shares of Class B Common Stock held by such entity, and (viii) 143,517 shares of Common Stock held by Riverwood Capital Partners III (Parallel-B) L.P. and 35,468 shares of Common Stock issuable on a one-for-one basis upon redemption of Vacasa Units and an equal number of paired shares of Class B Common Stock held by such entity, representing an aggregate of approximately 16.0% of the issued and outstanding shares of the Issuer's Common Stock calculated pursuant to Rule 13d-3 of the Exchange Act.The Vacasa Units represent limited liability company units of Company LLC and an equal number of paired shares of Class B Common Stock, which, pursuant to the limited liability company agreement of Company LLC, are together redeemable by the holder on a one-for-one basis for, at the option of the Issuer into (i) one share of Common Stock, subject to conversion rate adjustments for stock splits, stock dividends, reclassification and other similar transactions or (ii) an equivalent amount of cash. Upon redemption, Company LLC will cancel and retire for no con-sideration the redeemed shares of Class B Common Stock. 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.The percentages of beneficial ownership in this Schedule 13D are based on 15,705,254 shares of Common Stock of the Issuer outstanding as of December 31, 2024, as reflected in the Issuer's Preliminary Proxy Statement on Schedule 14A filed with the SEC on March 12, 2025, plus an aggregate of 1,296,159 shares of Common Stock issued to certain of the Reporting Persons pursuant to redemptions of Vacasa Units and an equal number of paired shares of Class B Common Stock by such Reporting Persons, plus the shares of Common Stock that may be received by each Reporting Person upon redemption of their remaining Vacasa Units and shares of Class B Common Stock of the Issuer, as applicable.As a result of the execution and delivery of the Support Agreements by the Riverwood Funds, Silver Lake Group, L.L.C. and its affiliated entities ("SLG"), and certain entities affiliated with Level Equity Management, LLC (collectively, "Level" and the Riverwood Funds, Level, and SLG, together the "Supporting Stockholders"), the Reporting Persons may be deemed to have formed a "group" within the meaning of Section 13(d) of the Exchange Act with Level and SLG. Based on information provided by Level and SLG to the Reporting Persons, as of the date here-of, the Supporting Stockholders beneficially own an aggregate of 10,322,190 shares of Common Stock, consisting of (i) 9,178,319 shares of Common Stock and (ii) 1,143,871 shares of Common Stock issuable on a one-for-one basis upon redemption of Vacasa Units and an equal number of paired shares of Class B Common Stock, representing approximately 48.2% of the outstanding shares of Common Stock (based on 21,424,741 shares outstanding which includes 15,705,254 shares of Common Stock of the Issuer outstanding as of December 31, 2024, as reflected in the Issuer's Preliminary Proxy Statement on Schedule 14A filed with the SEC on March 12, 2025, plus the 1,143,871 shares of Common Stock that may be received upon redemption of Vacasa Units and shares of Class B Common Stock of the Issuer, as applicable). The beneficial ownership of the Reporting Persons does not include any shares of Common Stock, Vacasa Units or Class B Common Stock which may be beneficially owned by the other Supporting Stockholders and each of the Reporting Persons disclaims beneficial ownership over any such shares. | |
| (b) | See Item 5(a) above. | |
| (c) | On March 11, 2025, pursuant to the limited liability company agreement of Company LLC, the Reporting Persons redeemed the following Vacasa Units and paired shares of Class B Common Stock for newly issued shares of Common Stock on a one-for-one basis: (i) 583,697 Vacasa Units and an equal number of shares of Class B Common Stock held by RW Vacasa AIV L.P. for 583,697 shares of Common Stock, (ii) 323,860 Vacasa Units and an equal number of shares of Class B Common Stock held by Riverwood Capital Partners II (Parallel-B) L.P. for 323,860 shares of Common Stock, (iii) 189,184 Vacasa Units and an equal number of shares of Class B Common Stock held by RCP III Vacasa AIV L.P. for 189,184 shares of Common Stock, (iv) 57,550 Vacasa Units and an equal number of shares of Class B Common Stock held by RCP III (A) Vacasa AIV L.P. for 57,550 shares of Common Stock, and (iv) 141,868 Vacasa Units and an equal number of shares of Class B Common Stock held by Riverwood Capital Partners III (Parallel-B) L.P. for 141,868 shares of Common Stock. Except as set forth in this Schedule 13D, neither the Reporting Person nor to the best knowledge of the Reporting Person, any other person named in Exhibit C to the Original Schedule 13D has effected any transaction in Common Stock in the past 60 days. | |
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 of the Original Schedule 13D is hereby amended and supplemented as follows:I.Signature Page dated March 13, 2025* | ||
| 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.
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