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

Item 4 of the Schedule 13D is hereby amended and supplemented as follows: 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 Common Stock issued and outstanding immediately prior to April 30, 2025 (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 K and Exhibit L, respectively, to this Amendment No. 2 and are incorporated herein by reference. Immediately prior to the Company Merger Effective Time (as defined below) (i) RW Industrious Blocker L.P. contributed all of its Common Stock to RW Casago LLC, which then contributed all of such Common Stock to RW Vacasa AIV L.P.; (ii) RCP III Blocker Feeder L.P. contributed all of its Common Stock to RCP III Casago Blocker LLC, which then contributed all of such Common Stock to RCP III Vacasa AIV L.P.; and (iii) RCP III (A) Blocker Feeder L.P. contributed all of its Common Stock to RCP III (A) Casago Blocker LLC, which then contributed all of such Common Stock to RCP III (A) Vacasa AIV L.P. On April 30, 2025 the Issuer and Parent completed the Mergers. Pursuant to the Merger Agreement, as amended, and the Support Agreement, at the Company Merger Effective Time, (i) 1,415,587 shares of Common Stock and 145,925 Vacasa Units (and corresponding shares of Class B Common Stock) held by RW Vacasa AIV L.P. were contributed to Parent in exchange for equity interests in Parent; (ii) 327,626 shares of Common Stock and 80,965 Vacasa Units (and corresponding shares of Class B Common Stock) held by Riverwood Capital Partners II (Parallel-B) L.P. were contributed to Parent in exchange for equity interests in Parent; (iii) 469,216 shares of Common Stock and 47,297 Vacasa Units (and corresponding shares of Class B Common Stock) held by RCP III Vacasa AIV L.P. were contributed to Parent in exchange for equity interests in Parent; (iv) 143,517 shares of Common Stock and 35,468 Vacasa Units (and corresponding shares of Class B Common Stock) held by Riverwood Capital Partners III (Parallel-B) L.P. were contributed to Parent in exchange for equity interests in Parent; and (v) 93,003 shares of Common Stock and 14,388 Vacasa Units (and corresponding shares of Class B Common Stock) held by RCP III (A) Vacasa AIV L.P. were contributed to Parent in exchange for equity interests in Parent, in each case based on a value of $5.30 per share of Common Stock or Vacasa Unit, as applicable. The shares of 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. The foregoing summary of the amended Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which is filed as Exhibit D to this Schedule 13D and incorporated herein by reference.

Items 5(a) - (c) and (e) of the Schedule 13D are hereby amended and restated as follows: The information contained in rows 7, 8, 9, 10, 11 and 13 on each of the cover pages of this Amendment No. 2 are incorporated by reference into this Item 5. As of the Company Merger Effective Time, the Reporting Persons do not beneficially own any shares of Common Stock of the Issuer.

See Item 5(a) above.

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 C to the Schedule 13D has effected any transaction in Common Stock in the past 60 days.

04/30/2025

Item 6 of the Schedule 13D is hereby amended and supplemented as follows: Pursuant to the terms of the Merger Agreement, 30,380 shares of Common Stock held by Jeffrey Parks and received as director compensation from the Issuer were converted into the right to receive $5.30 in cash, without interest. Mr. Parks held these securities for the benefit of Riverwood. Mr. Parks was obligated to transfer such shares of Common Stock or any proceeds from the sale thereof as directed by Riverwood. The Reporting Persons and Mr. Parks disclaim beneficial ownership over such securities.

Item 7 of the Original Schedule 13D is hereby amended and supplemented as follows: J. Signature Page dated May 2, 2025* K. 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) L. 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)