Form SC 13G/A Vacasa, Inc. Filed by: SILVERTON PARTNERS IV, L.P.

 

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. 1)*

 

Vacasa, Inc.

(Name of Issuer)

 

CLASS A COMMON STOCK, PAR VALUE $0.00001 PER SHARE

(Title of Class of Securities)

 

91854V 10 7

(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 disclosures provided in a prior cover page.

 

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).

 

 

1	NAMES OF REPORTING PERSONS.   Silverton Partners IV, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (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 shares
	6	SHARED VOTING POWER 5,457,967 shares  (2)
	7	SOLE DISPOSITIVE POWER 0 shares
	8	SHARED DISPOSITIVE POWER 5,457,967 shares  (2)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                     5,457,967 shares  (2)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9	2.54% (3)
12	TYPE OF REPORTING PERSON*	PN

 

(1)

This Schedule 13G is filed by Silverton Partners IV, L.P., a Delaware limited partnership (“Fund IV”), Silverton Partners IV GP, L.P. (“GP IV”), Silverton Partner IV, L.L.C. (“UGP IV”), Morgan L. Flager (“Flager”) and Kip McClanahan (“McClanahan” and, together with Fund IV, GP IV, UGP IV and Flager, collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2022.

 

(2)

Includes 5,457,967 shares of Issuer’s Class A Common Stock held by Fund IV. GP IV serves as the sole general partner of Fund IV. UGP IV serves as the sole general partner of GP IV. Flager and McClanahan are the managing members of UGP IV and share voting and dispositive power over the shares held by Fund IV.

 

(3)

The Percent of Class is calculated on the basis of 234,461,028 shares of Class A Common Stock outstanding as of November 7, 2022, as reported in the Issuer’s most recent Form 10-Q filed with the Securities and Exchange Commission on November 10, 2022 (the “Current Form 10-Q”). Based on the total of 431,738,097 shares of the Issuer’s Class A and Class B Common Stock (including 197,277,069 shares of Class B Common Stock) outstanding as of November 7, 2022, Fund IV beneficially owns 1.28% of the Issuer’s total outstanding Class A and Class B Common Stock as of November 7, 2022.

 

 

1	NAMES OF REPORTING PERSONS.   Silverton Partners IV GP, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (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 shares
	6	SHARED VOTING POWER 5,457,967 shares  (2)
	7	SOLE DISPOSITIVE POWER 0 shares
	8	SHARED DISPOSITIVE POWER 5,457,967 shares  (2)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                     5,457,967 shares  (2)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9	2.54% (3)
12	TYPE OF REPORTING PERSON*	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. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2022.

 

(2)

Includes 5,457,967 shares of Issuer’s Class A Common Stock held by Fund IV. GP IV serves as the sole general partner of Fund IV. UGP IV serves as the sole general partner of GP IV. Flager and McClanahan are the managing members of UGP IV and share voting and dispositive power over the shares held by Fund IV.

 

(3)

The Percent of Class is calculated on the basis of 234,461,028 shares of Class A Common Stock outstanding as of November 7, 2022, as reported in the Current Form 10-Q. Based on the total of 431,738,097 shares of the Issuer’s Class A and Class B Common Stock (including 197,277,069 shares of Class B Common Stock) outstanding as of November 7, 2022, GP IV beneficially owns 1.28% of the Issuer’s total outstanding Class A and Class B Common Stock as of November 7, 2022.

 

 

1	NAMES OF REPORTING PERSONS.   Silverton Partners IV, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (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 shares
	6	SHARED VOTING POWER 5,457,967 shares  (2)
	7	SOLE DISPOSITIVE POWER 0 shares
	8	SHARED DISPOSITIVE POWER 5,457,967 shares  (2)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                     5,457,967 shares  (2)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9	2.54% (4)
12	TYPE OF REPORTING PERSON*	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. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2022.

 

(2)

Includes 5,457,967 shares of Issuer’s Class A Common Stock held by Fund IV. GP IV serves as the sole general partner of Fund IV. UGP IV serves as the sole general partner of GP IV. Flager and McClanahan are the managing members of UGP IV and share voting and dispositive power over the shares held by Fund IV.

 

(3)

The Percent of Class is calculated on the basis of 234,461,028 shares of Class A Common Stock outstanding as of November 7, 2022, as reported in the Current Form 10-Q. Based on the total of 431,738,097 shares of the Issuer’s Class A and Class B Common Stock (including 197,277,069 shares of Class B Common Stock) outstanding as of November 7, 2022, UGP IV beneficially owns 1.28% of the Issuer’s total outstanding Class A and Class B Common Stock as of November 7, 2022.

 

 

1	NAMES OF REPORTING PERSONS.   Morgan L. Flager
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (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 290,000 shares
	6	SHARED VOTING POWER 5,457,967 shares  (2)
	7	SOLE DISPOSITIVE POWER 290,000 shares
	8	SHARED DISPOSITIVE POWER 5,457,967 shares  (2)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                     5,747,967 shares  (2)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9	2.68% (3)
12	TYPE OF REPORTING PERSON*	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. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2022.

 

(2)

Includes 5,457,967 shares of Issuer’s Class A Common Stock held by Fund IV. GP IV serves as the sole general partner of Fund IV. UGP IV serves as the sole general partner of GP IV. Flager and McClanahan are the managing members of UGP IV and share voting and dispositive power over the shares held by Fund IV.

 

(3)

The Percent of Class is calculated on the basis of 234,461,028 shares of Class A Common Stock outstanding as of November 7, 2022, as reported in the Current Form 10-Q. Based on the total of 431,738,097 shares of the Issuer’s Class A and Class B Common Stock (including 197,277,069 shares of Class B Common Stock) outstanding as of November 7, 2022, Flager beneficially owns 1.35% of the Issuer’s total outstanding Class A and Class B Common Stock as of November 7, 2022.

 

 

1	NAMES OF REPORTING PERSONS.   Kip McClanahan
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (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 639,320 shares
	6	SHARED VOTING POWER 5,457,967 shares  (2)
	7	SOLE DISPOSITIVE POWER 639,320 shares
	8	SHARED DISPOSITIVE POWER 5,457,967 shares  (2)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                     6,097,287 shares  (2)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9	2.84% (3)
12	TYPE OF REPORTING PERSON*	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. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2022.

 

(2)

Includes 5,457,967 shares of Issuer’s Class A Common Stock held by Fund IV. GP IV serves as the sole general partner of Fund IV. UGP IV serves as the sole general partner of GP IV. Flager and McClanahan are the managing members of UGP IV and share voting and dispositive power over the shares held by Fund IV.

 

(3)

The Percent of Class is calculated on the basis of 234,461,028 shares of Class A Common Stock outstanding as of November 7, 2022, as reported in the Current Form 10-Q. Based on the total of 431,738,097 shares of the Issuer’s Class A and Class B Common Stock (including 197,277,069 shares of Class B Common Stock) outstanding as of November 7, 2022, McClanahan beneficially owns 1.43% of the Issuer’s total outstanding Class A and Class B Common Stock as of November 7, 2022.

 

 

Introductory Note: This Statement on Schedule 13G (this “Statement”) is filed on behalf of the Reporting Persons, in respect of shares of Class A Common Stock, par value $0.00001 per share (“Class A Common Stock”), of Vacasa, Inc. (the “Issuer”).

 

Item 1

 

(a)

Name of Issuer

 

Vacasa, Inc.

 

(b)

Address of Issuer's Principal Executive Offices

 

850 NW 13^th Avenue

Portland, OR 97209

 

Item 2

 

(a)

Name of Person(s) Filing:

 

Silverton Partners IV, L.P. (“Fund IV”)

Silverton Partners IV GP, L.P. (“GP IV”)

Silverton Partners IV, L.L.C. (“UGP”)

Morgan L. Flager (“Flager”)

Kip McClanahan (“McClanahan”)

 

	(b)	Address of Principal Business Office:	c/o Silverton Partners
			600 W. 7th Street
			Austin, TX 78701

 

(c)

Citizenship:

 

		Entities:	Fund IV	-	Delaware
			GP IV	-	Delaware
			UGP IV	-	Delaware
		Individuals:	Flager	-	United States of America
			McClanahan	-	United States of America

 

(d)

Title of Class of Securities:

Class A Common Stock

 

(e)

CUSIP Number:

91854V 10 7

 

Item 3

Not applicable.

 

 

Item 4

Ownership.

 

The following information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2022:

 

Reporting Persons		Shares Held Directly				Sole Voting Power				Shared Voting Power				Sole Dispositive Power				Shared Dispositive Power				Beneficial Ownership				Percent of Class (2)				Percent of All Class A and Class B Common (3)
Fund IV			5,457,967	(1)			-				5,457,967	(1)			-				5,457,967	(1)			5,457,967	(1)			2.54	%			1.28	%
GP IV			-				-				5,457,967	(1)			-				5,457,967	(1)			5,457,967	(1)			2.54	%			1.28	%
GP IV FIF			-				-				5,457,967	(1)			-				5,457,967	(1)			5,457,967	(1)			2.54	%			1.28	%
Flager			290,000				290,000				5,457,967	(1)			290,000				5,457,967	(1)			5,747,967	(1)			2.68	%			1.35	%
McClanahan			639,320				639,320				5,457,967	(1)			639,320				5,457,967	(1)			6,097,287	(1)			2.84	%			1.43	%

 

(1)

Includes 5,457,967 shares of Issuer’s Class A Common Stock held by Fund IV. GP IV serves as the sole general partner of Fund IV. UGP IV serves as the sole general partner of GP IV. Flager and McClanahan are the managing members of UGP IV and share voting and dispositive power over the shares held by Fund IV.

 

(2)

The Percent of Class is calculated on the basis of 234,461,028 shares of Class A Common Stock outstanding as of November 7, 2022, as reported in the Issuer’s most recent Form 10-Q filed with the Securities and Exchange Commission on November 10, 2022 (the “Current Form 10-Q”).

 

(3)

The Percent of All Class A and Class B Common is based on the total of 431,738,097 shares of the Issuer’s Common Stock (including 197,277,069 shares of Class B Common Stock) outstanding as of November 7, 2022, as reported in the Current Form 10-Q.

 

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 Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following: þ

 

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.   Not applicable.

 

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: January 27, 2023 

 

Silverton Partners IV, L.P.
By:	Silverton Partners IV GP, L.P.
Its:	General Partner
By:	Silverton Partners IV, L.L.C.
Its:	General Partner
By:	/s/ Morgan L. Flager
	Name: Morgan L. Flager
	Title: Managing Member
Silverton Partners IV GP, L.P.
By:	Silverton Partners IV, L.L.C.
Its:	General Partner
By:	/s/ Kip McClanahan
	Name: Kip McClanahan
	Title: Managing Member
Silverton Partners IV, L.L.C.
By:	/s/ Morgan L. Flager
	Name: Morgan L. Flager
	Title: Managing Member
/s/ Morgan L. Flager
Morgan L. Flager
/s/ Kip McClanahan
Kip McClanahan

 

 

Exhibit(s):

 

A - Joint Filing Statement

 

 

EXHIBIT A

 

JOINT FILING STATEMENT

 

We, the undersigned, hereby express our agreement that the attached Schedule 13G (or any amendments thereto) relating to the Common Stock of Vacasa, Inc. is filed on behalf of each of us.

 

Dated: January 27, 2023

 

Silverton Partners IV, L.P.
By:	Silverton Partners IV GP, L.P.
Its:	General Partner
By:	Silverton Partners IV, L.L.C.
Its:	General Partner
By:	/s/ Morgan L. Flager
	Name: Morgan L. Flager
	Title: Managing Member
Silverton Partners IV GP, L.P.
By:	Silverton Partners IV, L.L.C.
Its:	General Partner
By:	/s/ Kip McClanahan
	Name: Kip McClanahan
	Title: Managing Member
Silverton Partners IV, L.L.C.
By:	/s/ Morgan L. Flager
	Name: Morgan L. Flager
	Title: Managing Member
/s/ Morgan L. Flager
Morgan L. Flager
/s/ Kip McClanahan
Kip McClanahan

 

 

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