Form 3 Vacasa, Inc. For: Dec 07 Filed by: McCulloch George

December 7, 2021 9:49 PM EST

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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 *
Level Equity Associates, LLC

(Last) (First) (Middle)
140 EAST 45TH STREET, 42ND FLOOR

(Street)
NEW YORK NY 10017

(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)
X Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
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 6,524,729 (1)
I
See note (2) (3)
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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Vacasa Holdings Units (4)   (4)   (4) Class A Common Stock 33,560,727 (1) (4) I See note (2) (3)
Explanation of Responses:
1. The non-derivative securities and derivative securities reported herein consist of (i) 901,795 shares of Class A Common Stock and 6,522,894 Vacasa Holdings Units held by Level Equity Opportunities Fund 2015, L.P., (ii) 868,798 shares of Class A Common Stock and 5,430,421 Vacasa Holdings Units held by Level Equity Opportunities Fund 2018, L.P., (iii) 4,553,127 shares of Class A Common Stock held by LEGP II AIV(B), L.P., (iv) 43,661 shares of Class A Common Stock and 4,693,350 Vacasa Holdings Units held by LEGP I VCS, LLC, (v) 113,911 shares of Class A Common Stock and 12,244,835 Vacasa Holdings Units held by LEGP II VCS, LLC, and (vi) 43,437 shares of Class A Common Stock and 4,669,227 Vacasa Holdings Units held by Level Equity -VCS Investors, LLC (i) to (vi) collectively, the "LE Stockholders").
2. The general partner of each of Level Equity Opportunities Fund 2015, L.P. and LEGP II AIV(B), L.P. is Level Equity Partners II (GP), L.P. The general partner of Level Equity Partners II (GP), L.P. is Level Equity Associates II, LLC. The general partner of Level Equity Opportunities Fund 2018, L.P. is Level Equity Partners IV (GP), L.P. The general partner of Level Equity Partners IV (GP), L.P. is Level Equity Associates IV, LLC. The sole member of LEGP I VCS, LLC is Level Equity Growth Partners I, L.P. The general partner of Level Equity Growth Partners I, L.P. is Level Equity Partners (GP), LLC. The managing member of Level Equity Partners (GP), LLC is Level Equity Professionals, L.P. The general partner of Level Equity Professionals, L.P. is Level Equity Associates, LLC. The sole member of LEGP II VCS, LLC is LEGP II AIV(NB), L.P.
3. (continued form footnote 2) The general partner of Level Equity Partners II (GP), L.P. is Level Equity Associates II, LLC. The sole manager of Level Equity - VCS Investors, LLC is Level Equity Management, LLC. The managing members of each of Level Equity Associates, LLC, Level Equity Associates II, LLC, Level Equity Associates IV, LLC and Level Equity Management, LLC are Benjamin Levin and George McCulloch. Each Reporting Person disclaims Section 16 beneficial ownership of the securities held by the LE Stockholders, except to the extent of its or his pecuniary interest therein, if any, and this report shall not be deemed to be an admission that it or he has beneficial ownership of such securities for Section 16 or any other purpose.
4. The term "Vacasa Holdings Units" is used herein to 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 redeemable 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. Upon redemption, the Issuer will cancel and retire for no consideration the redeemed shares of Class B Common Stock and Vacasa Holdings LLC will register the Issuer as the owner of the redeemed Units. 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:
(a) Benjamin Levin, who is one of the two managing members of each of Level Equity Associates, LLC, Level Equity Associates II, LLC, Level Equity Associates IV, LLC and Level Equity Management, LLC, is a member of the Issuer's Board of Directors (the "Board"). Mr. Levin has been deputized to represent the Reporting Persons on the Board. By virtue of this representation, for purposes of Section 16 of the Securities Exchange Act of 1934, each of the Reporting Persons may be deemed directors by deputization of the Issuer. Mr. Levin has filed a separate Section 16 report disclosing securities of the Issuer that he may be deemed to beneficially own for Section 16 purposes.
Level Equity Associates, LLC By: /s/ Nathan Linn, Chief Operating Officer 12/07/2021
** Signature of Reporting Person Date
Level Equity Associates II, LLC By: /s/ Nathan Linn, Chief Operating Officer 12/07/2021
** Signature of Reporting Person Date
Level Equity Associates IV, LLC By: /s/ Nathan Linn, Chief Operating Officer 12/07/2021
** Signature of Reporting Person Date
Level Equity Management, LLC By: /s/ Nathan Linn, Chief Operating Officer 12/07/2021
** Signature of Reporting Person Date
/s/ George McCulloch 12/07/2021
** 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 4 (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.


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