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    Amendment: SEC Form SCHEDULE 13D/A filed by Vacasa Inc.

    5/2/25 7:00:03 PM ET
    $VCSA
    Diversified Commercial Services
    Finance
    Get the next $VCSA alert in real time by email



    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549


    SCHEDULE 13D

    Under the Securities Exchange Act of 1934

    (Amendment No. 2)


    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)
    04/30/2025

    (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. Checkbox not checked

    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

    Level Equity Opportunities Fund 2015, L.P.
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox checked  (b)
    3SEC 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)

    Checkbox not checked
    6Citizenship or place of organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    0.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    0.00
    11Aggregate amount beneficially owned by each reporting person

    0.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    0 %
    14Type of Reporting Person (See Instructions)

    PN



    SCHEDULE 13D

    CUSIP No.
    91854V206


    1 Name of reporting person

    Level Equity Opportunities Fund 2018, L.P.
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox checked  (b)
    3SEC 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)

    Checkbox not checked
    6Citizenship or place of organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    0.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    0.00
    11Aggregate amount beneficially owned by each reporting person

    0.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    0 %
    14Type of Reporting Person (See Instructions)

    PN



    SCHEDULE 13D

    CUSIP No.
    91854V206


    1 Name of reporting person

    LEGP II AIV(B), L.P.
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox checked  (b)
    3SEC 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)

    Checkbox not checked
    6Citizenship or place of organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    0.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    0.00
    11Aggregate amount beneficially owned by each reporting person

    0.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    0 %
    14Type of Reporting Person (See Instructions)

    PN



    SCHEDULE 13D

    CUSIP No.
    91854V206


    1 Name of reporting person

    LEGP I VCS, LLC
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox checked  (b)
    3SEC 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)

    Checkbox not checked
    6Citizenship or place of organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    0.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    0.00
    11Aggregate amount beneficially owned by each reporting person

    0.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    0 %
    14Type of Reporting Person (See Instructions)

    OO



    SCHEDULE 13D

    CUSIP No.
    91854V206


    1 Name of reporting person

    LEGP II VCS, LLC
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox checked  (b)
    3SEC 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)

    Checkbox not checked
    6Citizenship or place of organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    0.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    0.00
    11Aggregate amount beneficially owned by each reporting person

    0.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    0 %
    14Type of Reporting Person (See Instructions)

    OO



    SCHEDULE 13D

    CUSIP No.
    91854V206


    1 Name of reporting person

    Level Equity - VCS Investors, LLC
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox checked  (b)
    3SEC 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)

    Checkbox not checked
    6Citizenship or place of organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    0.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    0.00
    11Aggregate amount beneficially owned by each reporting person

    0.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    0 %
    14Type of Reporting Person (See Instructions)

    OO



    SCHEDULE 13D

    CUSIP No.
    91854V206


    1 Name of reporting person

    Level Equity Associates II, LLC
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox not checked  (b)
    3SEC 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)

    Checkbox not checked
    6Citizenship or place of organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    0.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    0.00
    11Aggregate amount beneficially owned by each reporting person

    0.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    0 %
    14Type of Reporting Person (See Instructions)

    OO



    SCHEDULE 13D

    CUSIP No.
    91854V206


    1 Name of reporting person

    Benjamin Levin
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox not checked  (b)
    3SEC 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)

    Checkbox not checked
    6Citizenship or place of organization

    UNITED STATES
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    0.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    0.00
    11Aggregate amount beneficially owned by each reporting person

    0.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    0 %
    14Type of Reporting Person (See Instructions)

    IN



    SCHEDULE 13D

    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. 2 amends and supplements the statement on Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on January 7, 2025, as amended by Amendment No. 1 filed on March 13, 2025 (as amended, the "Schedule 13D"). The Items below amend the information disclosed under the corresponding Items of the Schedule 13D as described below. Except as specifically provided herein, this Amendment No.2 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined herein shall have the meanings attributed to them in the Schedule 13D.
    Item 4.Purpose of Transaction
     
    Item 4 of the Schedule 13D is amended and supplemented by adding the following: On March 17, 2025, the Issuer entered into Amendment No. 1 to the Merger Agreement with Parent and Merger Subs. Pursuant to the Amendment No. 1 to the Merger Agreement, the parties to the Merger Agreement agreed to (i) increase the Merger Consideration from $5.02 in cash to $5.30 in cash, without interest, for each share of the Class A Common Stock issued and outstanding immediately prior to the Company Merger Effective Time, other than the Excluded Shares, (ii) remove both purchase price adjustment provisions, which could have resulted in a reduction to the Merger Consideration based on Unit Count and/or the Company's Liquidity, and (iii) terminate Parent's right to terminate the Merger Agreement if the Unit Count decreased to below 24,000 as of the Adjustment Measurement Date. On March 28, 2025, the Issuer entered into Amendment No. 2 to the Merger Agreement with Parent and Merger Subs. Pursuant to the Amendment No. 2 to the Merger Agreement, the parties to the Merger Agreement agreed to remove, as a condition to closing the Mergers, the expiration or termination of any applicable waiting period under the HSR Act and made additional ministerial changes related thereto. The foregoing descriptions of the Amendment No. 1 and the Amendment No. 2 to the Merger Agreement do not purport to be complete and are each qualified in its entirety by reference to the full text of such amendments. The Amendment No. 1 and the Amendment No. 2 to the Merger Agreement are filed as Exhibit 8 and Exhibit 9, respectively, to this Amendment No. 2 and are incorporated herein by reference. Immediately prior to the Company Merger Effective Time, as part of Level Equity's internal restructuring, (i) Level Equity Opportunities Fund 2015, L.P. contributed 67,973 shares of Class A Common Stock to its wholly owned subsidiary LEOF 2015 Blocker (CSG), Inc., (ii) Level Equity Opportunities Fund 2018, L.P. contributed 40,913 shares of Class A Common Stock to its wholly owned subsidiary LEOF 2018 Blocker (CSG), Inc., and (iii) LEGP II AIV(B), L.P. contributed 227,656 shares of Class A Common Stock to its wholly owned subsidiary LEGP II Blocker (CSG), Inc. On April 30, 2025, the Issuer and Parent completed the Mergers. On April 30, 2025, pursuant to the Merger Agreement, as amended, and the Support Agreement, at the Company Merger Effective Time, an aggregate of 1,668,662 shares of Class A Common Stock and 335,605 shares of Class B Common Stock (and an equivalent number of Common Units) beneficially owned by the Reporting Persons were contributed to Parent in exchange for equity interests in Parent. Pursuant to the Merger Agreement, as amended, at the Company Merger Effective Time, as a result of the Company Merger, (i) each of the 10,246 shares of Class A Common Stock directly held by Mr. Benjamin Levin immediately prior to the Company Merger Effective Time was canceled and converted into the right to receive $5.30 in cash, without interest, and (ii) each of the 20,134 unvested restricted stock units held by Mr. Benjamin Levin immediately prior to the Company Merger Effective Time was canceled and converted into the right to receive $5.30 in cash, without interest, for each share underlying such restricted stock unit. Mr. Benjamin Levin resigned as a director of the Issuer effective as of the completion of the Mergers. As a result of the Mergers, as of the Company Merger Effective Time, the Reporting Persons no longer beneficially own any securities of the Issuer. The shares of Class A Common Stock were suspended from trading on the Nasdaq Stock Market (the "Nasdaq") effective as of the opening of trading on May 1, 2025. Nasdaq has filed a Notification of Removal from Listing and/or Registration on Form 25 to delist the shares of Common Stock and terminate the registration of such shares under Section 12(b) of the Securities Exchange Act of 1934, as amended.
    Item 5.Interest in Securities of the Issuer
    (a)
    Item 5(a) of the 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 of this Amendment No. 2, the Reporting Persons do not beneficially own any securities of the Issuer.
    (c)
    Item 5(c) of the Schedule 13D is amended and restated as follows: Except as set forth in this Schedule 13D, as amended by the Amendment No. 2, 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.
    (e)
    Item 5(e) of the Schedule 13D is amended and restated as follows: As of April 30, 2025, each of the Reporting Persons ceased to beneficially own more than 5% of the outstanding shares of the Issuer's Class A Common Stock. As a result, this Amendment No. 2 serves as an exit filing for each of the Reporting Persons with respect to the Issuer.
    Item 7.Material to be Filed as Exhibits.
     
    Item 7 of the Schedule 13D is hereby amended and restated as follows: Exhibit 1 Joint Filing Agreement, dated as of January 7, 2025, by and among the Reporting Persons Exhibit 2 Instruction C Persons Information Exhibit 3 Agreement and Plan of Merger, dated as of December 30, 2024, by and among Issuer, Company LLC, Parent and Merger Subs (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Issuer on December 31, 2024) Exhibit 4 Support Agreement, dated as of December 30, 2024, by and among Issuer, Parent, Level Equity Rollover Stockholders (incorporated herein by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by the Issuer on December 31, 2024) Exhibit 5 Tax Receivable Agreement, dated as of December 6, 2021, by and among Issuer, Company LLC and the other parties thereto (incorporated herein by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by the Issuer on December 9, 2021) Exhibit 6 Amendment No. 1 to Tax Receivable Agreement, dated as of December 30, 2024, by and among Issuer, Company LLC and the other parties thereto (incorporated herein by reference to Exhibit 10.4 to the Current Report on Form 8-K filed by the Issuer on December 31, 2024) Exhibit 7 Registration Rights Agreement, dated as of December 6, 2021, by and among Issuer and the other parties thereto (incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by the Issuer on December 9, 2021) Exhibit 8 Amendment No. 1 to the Agreement and Plan of Merger, dated as of March 17, 2025, by and among Issuer, Company LLC, Parent and Merger Subs (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Issuer on March 18, 2025) Exhibit 9 Amendment No. 2 to the Agreement and Plan of Merger, dated as of March 28, 2025, by and among Issuer, Company LLC, Parent and Merger Subs (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Issuer on March 28, 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.

     
    Level Equity Opportunities Fund 2015, L.P.
     
    Signature:/s/ Nathan Linn
    Name/Title:Chief Operating Officer
    Date:05/02/2025
     
    Level Equity Opportunities Fund 2018, L.P.
     
    Signature:/s/ Nathan Linn
    Name/Title:Chief Operating Officer
    Date:05/02/2025
     
    LEGP II AIV(B), L.P.
     
    Signature:/s/ Nathan Linn
    Name/Title:Chief Operating Officer
    Date:05/02/2025
     
    LEGP I VCS, LLC
     
    Signature:/s/ Nathan Linn
    Name/Title:Chief Operating Officer
    Date:05/02/2025
     
    LEGP II VCS, LLC
     
    Signature:/s/ Nathan Linn
    Name/Title:Chief Operating Officer
    Date:05/02/2025
     
    Level Equity - VCS Investors, LLC
     
    Signature:/s/ Nathan Linn
    Name/Title:Chief Operating Officer
    Date:05/02/2025
     
    Level Equity Associates II, LLC
     
    Signature:/s/ Nathan Linn
    Name/Title:Chief Operating Officer
    Date:05/02/2025
     
    Benjamin Levin
     
    Signature:/s/ Benjamin Levin
    Name/Title:Benjamin Levin
    Date:05/02/2025
    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.
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    SEC Filings

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    • Vacasa Announces Third Quarter 2024 Financial Results

      Vacasa, Inc. (NASDAQ:VCSA), North America's leading vacation rental management platform, today announced its financial results for the quarter ended September 30, 2024. A shareholder letter containing the results can be found on the Company's website at investors.vacasa.com. Vacasa will host a conference call at 2:00 p.m. PT / 5:00 p.m. ET today to discuss the third quarter 2024 financial results and provide a business update. A link to the live webcast and supplemental information will be made available on Vacasa's Investor Relations website at investors.vacasa.com. A replay of the webcast will be available for one year, shortly after the webcast concludes. About Vacasa Vacasa is the le

      11/7/24 4:05:00 PM ET
      $VCSA
      Diversified Commercial Services
      Finance
    • Vacasa to Announce Third Quarter 2024 Financial Results on November 7, 2024

      Vacasa (NASDAQ:VCSA), North America's leading vacation rental management platform, plans to report third quarter 2024 financial results after market close on Thursday, November 7, 2024, followed by a conference call to discuss its results at 2:00 p.m. PT / 5:00 p.m. ET the same day. Chief Executive Officer Rob Greyber and Chief Financial Officer Bruce Schuman will host the conference call. A link to the live webcast will be made available on Vacasa's Investor Relations website at investors.vacasa.com. A replay of the webcast will be available for one year, shortly after the webcast concludes. About Vacasa Vacasa is the leading vacation rental management platform in North America, transfo

      10/31/24 4:05:00 PM ET
      $VCSA
      Diversified Commercial Services
      Finance
    • Vacasa Announces Second Quarter 2024 Financial Results

      Vacasa, Inc. (NASDAQ:VCSA), North America's leading vacation rental management platform, today announced its financial results for the quarter ended June 30, 2024. A shareholder letter containing the results can be found on the Company's website at investors.vacasa.com. Vacasa will host a conference call at 2:00 p.m. PT / 5:00 p.m. ET today to discuss the second quarter 2024 financial results and provide a business update. A link to the live webcast and supplemental information will be made available on Vacasa's Investor Relations website at investors.vacasa.com. A replay of the webcast will be available for one year, shortly after the webcast concludes. About Vacasa Vacasa is the lea

      8/8/24 4:06:00 PM ET
      $VCSA
      Diversified Commercial Services
      Finance
    • SEC Form 4 filed by Mossytree Inc.

      4 - Vacasa, Inc. (0001874944) (Issuer)

      1/26/24 5:58:12 PM ET
      $VCSA
      Diversified Commercial Services
      Finance
    • SEC Form CT ORDER filed by Vacasa Inc.

      CT ORDER - Vacasa, Inc. (0001874944) (Filer)

      5/29/25 11:18:23 AM ET
      $VCSA
      Diversified Commercial Services
      Finance
    • SEC Form 15-12G filed by Vacasa Inc.

      15-12G - Vacasa, Inc. (0001874944) (Filer)

      5/12/25 8:50:55 AM ET
      $VCSA
      Diversified Commercial Services
      Finance
    • Amendment: SEC Form SCHEDULE 13D/A filed by Vacasa Inc.

      SCHEDULE 13D/A - Vacasa, Inc. (0001874944) (Subject)

      5/5/25 6:19:36 PM ET
      $VCSA
      Diversified Commercial Services
      Finance