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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, $0.00001 Par Value (Title of Class of Securities) |
91854V206 (CUSIP Number) |
Nathan Linn c/o Level Equity Management, LLC, 140 E 45th St., 42nd Floor New York, NY, 10017 (212)660-2740 Oreste Cipolla, Esq. Goodwin Procter LLP, 620 Eighth Avenue New York, NY, 10018 (212)459-7225 (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
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| CUSIP No. | 91854V206 |
| 1 |
Name of reporting person
Level Equity Opportunities Fund 2015, 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
371,233.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP No. | 91854V206 |
| 1 |
Name of reporting person
Level Equity Opportunities Fund 2018, 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
314,960.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP No. | 91854V206 |
| 1 |
Name of reporting person
LEGP II AIV(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
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
227,656.00 | ||||||||
| 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
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| CUSIP No. | 91854V206 |
| 1 |
Name of reporting person
LEGP I VCS, LLC | ||||||||
| 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)
AF | ||||||||
| 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
236,850.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | 91854V206 |
| 1 |
Name of reporting person
LEGP II VCS, LLC | ||||||||
| 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)
AF | ||||||||
| 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
617,936.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | 91854V206 |
| 1 |
Name of reporting person
Level Equity - VCS Investors, LLC | ||||||||
| 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)
AF | ||||||||
| 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
235,632.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | 91854V206 |
| 1 |
Name of reporting person
Level Equity Associates II, LLC | ||||||||
| 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)
AF | ||||||||
| 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
1,216,825.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | 91854V206 |
| 1 |
Name of reporting person
Benjamin Levin | ||||||||
| 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)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,034,647.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
11.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock, $0.00001 Par Value | |
| (b) | Name of Issuer:
Vacasa, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
850 NW 13th Avenue, Portland,
OREGON
, 097209. | |
Item 1 Comment:
Explanatory Note:
This Amendment No. 1 ("Amendment No. 1") amends and supplements the statement on Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on January 7, 2025 (the "Original Schedule 13D", and the Original Schedule 13D as amended, the "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. All capitalized terms used herein which are not defined herein have the meanings given to such terms in the Original Schedule 13D. | ||
| Item 2. | Identity and Background | |
| (b) | Item 2(b) of the Original Schedule 13D is amended and restated as follows:
The address of the principal business office of each of the Reporting Persons:
c/o 140 East 45th Street, 42nd Floor, New York, New York 10017 | |
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) of the Original Schedule 13D is amended and restated as follows:
The information contained in rows 5, 6, 7, 8, 9, 10, and 11 on each of the cover pages of this Schedule 13D incorporated by reference in this Item 5.
As of the date hereof, each of the Reporting Persons may be deemed to be the beneficial owner of the Class A Common Stock listed on such Reporting Person's cover page of this Schedule 13D, with the following Reporting Persons holding the securities directly: (a) 306,005 shares of Class A Common Stock held by Level Equity Opportunities Fund 2015, L.P., 260,656 shares of Class A Common Stock held by Level Equity Opportunities Fund 2018, L.P., 227,656 shares of Class A Common Stock held by LEGP II AIV(B) L.P., 189,917 shares of Class A Common Stock held by LEGP I VCS, LLC, 495,488 shares of Class A Common Stock held by LEGP II VCS, LLC, 188,967 shares of Class A Common Stock held by Level Equity - VCS Investors, LLC, 10,246 shares of Class A Common Stock held by Mr. Benjamin Levin, and 20,134 restricted stock units, each represents a contingent right to receive one share of the Class A Common Stock held by Mr. Benjamin Levin, and (b) 65,228 shares of Class B Common Stock and an equivalent number of Common Units held by Level Equity Opportunities Fund 2015, L.P., 54,304 shares of Class B Common Stock and an equivalent number of Common Units held by Level Equity Opportunities Fund 2018, L.P., 46,933 shares of Class B Common Stock and an equivalent number of Common Units held by LEGP I VCS, LLC, 122,448 shares of Class B Common Stock and an equivalent number of Common Units held by LEGP II VCS, LLC, and 46,665 shares of Class B Common Stock and an equivalent number of Common Units held by Level Equity - VCS Investors, LLC.
Pursuant to the Company LLC Agreement and the Certificate of Incorporation of the Issuer, the Common Units and an equal number of paired shares of Class B Common Stock are together redeemable by the holder on a one-for-one basis for, at the option of the Issuer, into (i) one 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. 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 Class A Common Stock outstanding as of December 31, 2024, as reflected in the Issuer's preliminary proxy statement on Schedule 14A, which was filed with the Securities and Exchange Commission on March 12, 2025, plus that number of shares of Class A Common issued pursuant to the redemption by the applicable Reporting Person and an equal number of paired shares of Class B Common Stock on March 11, 2025 and that number of shares of Class A Common Stock that may be received upon redemption of Common Units and shares of Class B common stock of the Issuer beneficially owned by the applicable Reporting Person, as applicable.
As a result of the execution and delivery of the Support Agreements by certain of the Reporting Persons, Riverwood and Silver Lake (collectively, the "Supporting Stockholders"), certain of the Reporting Persons may be deemed to have formed a "group" within the meaning of Section 13(d) of the Exchange Act with Riverwood and Silver Lake. Based on information provided by Riverwood and Silver Lake to the Reporting Persons, as of the date hereof, the Supporting Stockholders beneficially own an aggregate of 10,322,190 shares of Class A Common Stock, consisting of (i) 9,178,319 shares of Class A Common Stock and (ii) 1,143,871 shares of Class A Common Stock issuable on a one-for-one basis upon redemption of Common Units and an equal number of paired shares of Class B Common Stock, representing approximately 48.2% of the outstanding shares of Class A Common Stock (based on 21,424,741 shares outstanding which includes 15,705,254 shares of Class A Common Stock outstanding as of December 31, 2024, as reflected in the Issuer's preliminary proxy statement on Schedule 14A, which was filed with the Securities and Exchange Commission on March 12, 2025, plus the 4,575,616 shares of Class A Common Stock issued pursuant to the redemption by the Supporting Stockholders of Common Units and an equal number of paired shares of Class B Common Stock on March 11, 2025, and the 1,143,871 shares of Class A Common Stock that may be received upon redemption by the Supporting Shareholders of Common Units and shares of Class B Common Stock.
The beneficial ownership of the Reporting Persons does not include any shares of Common Stock, Common 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 securities. Shares beneficially owned by Riverwood and Silver Lake are not included in the securities reflected on the cover pages, nor the subject, of this Schedule 13D and, accordingly, Riverwood and Silver Lake are not included as reporting persons herein. Riverwood and Silver Lake and their affiliates have filed or are filing separate Schedule 13Ds to report the securities of the Issuer that they may be deemed to beneficially own. | |
| (c) | Item 5(a) of the Original Schedule 13D is amended and restated as follows: On March 11, 2025, Level Equity Opportunities Fund 2015, L.P., Level Equity Opportunities Fund 2018, L.P., LEGP I VCS, LLC, LEGP II VCS, LLC and Level Equity - VCS Investors, LLC redeemed 260,916 Common Units, 217,217 Common Units, 187,734 Common Units, 489,793 Common Units and 186,796 Common Units, respectively, in each case together with an equal number of paired shares of Class B Common Stock, into 260,916 shares of Class A Common Stock, 217,217 shares of Class A Common Stock, 187,734 shares of Class A Common Stock, 489,793 shares of Class A Common Stock and 186,796 shares of Class A Common Stock, respectively. Except as set forth in this Schedule 13D, neither the Reporting Persons nor to the best knowledge of the Reporting Persons, any other person named in Exhibit 2, has effected any transaction in Class A Common Stock in the past 60 days. | |
| 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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Comments accompanying signature:
With respect to the signature of Level Equity Opportunities Fund 2015, L.P., Nathan Linn is the Chief Operating Officer of Level Equity Associates II, LLC, the general partner of Level Equity Partners II (GP), L.P., which is the general partner of Level Equity Opportunities Fund 2015, L.P.;
With respect to the signature of Level Equity Opportunities Fund 2018, L.P., Nathan Linn is the Chief Operating Officer of Level Equity Associates IV, LLC, the general partner of Level Equity Partners IV (GP), L.P., which is the general partner of Level Equity Opportunities Fund 2018, L.P. |