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 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant
to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed
Pursuant to § 240.13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
Vacasa, Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
91854V107
(CUSIP Number)
December 31, 2022
(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) |
| x | 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. 91854V107 | Schedule 13G | Page 1 of 7 |
| 1 | Names of Reporting Persons Eric Breon | |
| 2 | Check the Appropriate Box if a Member of a Group | (a)
x (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 203,276 |
| 6 | Shared Voting Power 61,685,879 |
|
| 7 | Sole Dispositive Power 203,276 |
|
| 8 | Shared Dispositive Power 61,685,879 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 61,889,155 |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable |
| 11 | Percent of Class Represented by Amount in Row 9 20.9% |
| 12 | Type of Reporting Person IN |
| CUSIP No. 91854V107 | Schedule 13G | Page 2 of 7 |
| 1 | Names of Reporting Persons Mossytree Inc. | |
| 2 | Check the Appropriate Box if a Member of a Group | (a)
x (b) ¨ |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization Oregon | |
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power 0 |
| 6 | Shared Voting Power 61,685,879 |
|
| 7 | Sole Dispositive Power 0 |
|
| 8 | Shared Dispositive Power 61,685,879 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 61,685,879 |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable |
| 11 | Percent of Class Represented by Amount in Row 9 20.9% |
| 12 | Type of Reporting Person CO |
| CUSIP No. 91854V107 | Schedule 13G | Page 3 of 7 |
| ITEM 1. | (a) | Name of Issuer: |
Vacasa, Inc. (the “Issuer”).
| (b) | Address of Issuer’s Principal Executive Offices: |
850 NW 13th Avenue, Portland, OR 97209
| ITEM 2. | (a) | Name of Person Filing: |
Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:
Eric Breon
Mossytree Inc. (“Mossytree”)
| (b) | Address or Principal Business Office: |
The principal business address for Eric Breon is c/o Vacasa, Inc., 850 NW 13th Avenue, Portland, OR 97209 and the principal business address for Mossytree is 201 SW Dogwood, White Salmon, WA 98672.
| (c) | Citizenship of each Reporting Person is: |
Eric Breon is a citizen of the United States. Mossytree is organized under the laws of Oregon.
| (d) | Title of Class of Securities: |
Class A Common Stock, par value $0.00001 per share (“Class A Common Stock”).
| (e) | CUSIP Number: |
91854V107
ITEM 3.
Not applicable.
| CUSIP No. 91854V107 | Schedule 13G | Page 4 of 7 |
| ITEM 4. | Ownership. |
(a-c)
The ownership information presented below represents beneficial ownership of Class A Common Stock of the Issuer as of December 31, 2022, based upon 234,461,028 shares of Class A Common Stock outstanding as of November 7, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2022.
| Reporting Person | Amount beneficially owned | Percent of class: | Sole power to vote or to direct the vote: | Shared power to vote or to direct the vote: | Sole power to dispose or to direct the disposition of: | Shared power to dispose or to direct the disposition of: | ||||||||||||||||||
| Eric Breon | 61,889,155 | 20.9 | % | 203,276 | 61,685,879 | 203,276 | 61,685,879 | |||||||||||||||||
| Mossytree Inc. | 61,685,879 | 20.9 | % | 0 | 61,685,879 | 0 | 61,685,879 | |||||||||||||||||
Mossytree is the record holder of 567,889 shares of Class A Common Stock and 61,117,990 common units of Vacasa Holdings LLC, which may be redeemed by the Reporting Persons for shares of Class A Common Stock on a one-for-one basis. Eric Breon is the President of Mossytree and in such capacity may be deemed to share beneficial ownership of the securities held of record by Mossytree.
In addition, Mr. Breon beneficially owns 203,276 shares of Class A Common Stock, which includes 33,999 shares of Class A Common Stock underlying restricted stock units that vest on or prior to March 1, 2023.
| ITEM 5. | Ownership of Five Percent or Less of a Class. |
Not applicable.
| 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. |
Not applicable.
| ITEM 8. | Identification and Classification of Members of the Group. |
Mossytree, certain affiliates of Silver Lake Partners, certain affiliates of Riverwood Capital Partners, Level Equity Management, TPG Pace Solutions Corp. and Mossytree Inc. (collectively, the “Stockholders”) are parties to a Stockholders Agreement (the “Stockholder Agreement”), which contains, among other things, certain provisions relating to transfer of, and coordination of the voting of, securities of the Issuer by the parties thereto.
| CUSIP No. 91854V107 | Schedule 13G | Page 5 of 7 |
By virtue of the Stockholder Agreement and the obligations and rights thereunder, certain of the Reporting Persons acknowledge and agree that they are acting as a “group” with the other Stockholders within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Reporting Persons expressly disclaim beneficial ownership over any shares of Class A Common Stock that they may be deemed to beneficially own solely by reason of the Stockholder Agreement. The other Stockholders are separately making Schedule 13G filings reporting their beneficial ownership of shares of Class A Common Stock.
| ITEM 9. | Notice of Dissolution of Group. |
Not applicable.
| ITEM 10. | Certification. |
Not applicable.
| CUSIP No. 91854V107 | Schedule 13G | Page 6 of 7 |
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.
| Date: February 1, 2023 | ||
| Eric Breon | ||
| /s/ Eric Breon | ||
| Mossytree Inc. | ||
| By: | /s/ Eric Breon | |
| Name: Eric Breon | ||
| Title: President | ||
| CUSIP No. 91854V107 | Schedule 13G | Page 7 of 7 |
LIST OF EXHIBITS
| Exhibit No. | Description |
| 99 | Joint Filing Agreement (previously filed). |