Director Level Equity Associates, Llc disposed of 1,668,662 shares (SEC Form 4)
$VCSA
Diversified Commercial Services
Finance
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Vacasa, Inc. [ VCSA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/30/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 04/30/2025 | J(1)(2)(3) | 1,668,662 | D | (1)(2)(3) | 0 | I | See note(4)(5)(6)(7) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Vacasa Holdings Units(8) | (8) | 04/30/2025 | J(1)(2)(3) | 335,605 | (8) | (8) | Class A Common Stock | 335,605 | (1)(2)(3) | 0 | I | See note(9) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. On April 30, 2025, pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement") dated as of December 30, 2024, as amended, by and among the Issuer, Vacasa Holdings LLC, a Delaware limited liability company and wholly owned subsidiary of the Issuer, Casago Holdings, LLC, a Delaware limited liability company ("Parent"), Vista Merger Sub II Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Company Merger Sub"), and Vista Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent ("LLC Merger Sub"), LLC Merger Sub merged with and into Vacasa Holdings LLC (the "LLC Merger"), with Vacasa Holdings LLC surviving the LLC Merger as a wholly owned subsidiary of Parent, and Company Merger Sub merged with and into the Issuer (the "Company Merger" and together with the LLC Merger, the "Mergers"), with the Issuer surviving the Company Merger. |
| 2. Immediately prior to the effectiveness of the Mergers, 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. |
| 3. (Continued from footnoote 2) On April 30, 2025, pursuant to the Merger Agreement, as amended, and that certain Support Agreement (the "Support Agreement") dated as of December 30, 2024, by and among the Issuer, Parent and the LE Stockholders (as defined below), all of the shares of the Issuer's stock and Vacasa Holdings Units (as defined below) beneficially owned by the LE Stockholders were contributed by the LE Stockholders to Parent in exchange for certain equity interests of Parent based on the value of $5.30 per share of Class A Common Stock/Vacasa Holdings Units. |
| 4. Consists of (i) 238,032 shares of Class A Common Stock held by Level Equity Opportunities Fund 2015, L.P., (ii) 67,973 shares of Class A Common Stock held by LEOF 2015 Blocker (CSG), Inc., (iii) 219,743 shares of Class A Common Stock held by Level Equity Opportunities Fund 2018, L.P., (iv) 40,913 shares of Class A Common Stock held by LEOF 2018 Blocker (CSG), Inc., (v) 227,656 shares of Class A Common Stock held by LEGP II Blocker (CSG), Inc., (vi) 189,917 shares of Class A Common Stock held by LEGP I VCS, LLC, (vii) 495,488 shares of Class A Common Stock held by LEGP II VCS, LLC, and (viii) 188,940 shares of Class A Common Stock held by Level Equity - VCS Investors, LLC ((i) to (viii) collectively, the "LE Stockholders"). |
| 5. The sole shareholder of LEOF 2015 Blocker (CSG), Inc., LEOF 2018 Blocker (CSG), Inc. and LEGP II Blocker (CSG), Inc. is Level Equity Opportunities Fund 2015, L.P. , Level Equity Opportunities Fund 2018, L.P. and LEGP II AIV(B), L.P., respectively. 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. |
| 6. (Continued from footnote 5) 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. The general partner of LEGP II AIV(NB), L.P. is Level Equity Partners II (GP), L.P. |
| 7. (Continued from footnote 6), 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 sole managing member of each of Level Equity Associates, LLC, Level Equity Associates II, LLC, Level Equity Associates IV, LLC and Level Equity Management, LLC is Benjamin Levin. Each Reporting Person disclaims Section 16 beneficial ownership of the securities held by the LE Stockholders, except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed to be an admission that it has beneficial ownership of such securities for Section 16 or any other purpose. |
| 8. 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. |
| 9. Consists of (i) 65,228 Vacasa Holdings Units and an equivalent number of shares of Class B Common Stock held by Level Equity Opportunities Fund 2015, L.P., 54,304 Vacasa Holdings Units and an equivalent number of shares of Class B Common Stock held by Level Equity Opportunities Fund 2018, L.P., 46,933 Vacasa Holdings Units and an equivalent number of shares of Class B Common Stock held by LEGP I VCS, LLC, 122,448 Vacasa Holdings Units and an equivalent number of shares of Class B Common Stock held by LEGP II VCS, LLC, and 46,692 Vacasa Holdings Units and an equivalent number of shares of Class B Common Stock held by Level Equity - VCS Investors, LLC. |
| Remarks: |
| (a) Benjamin Levin, who is the sole managing members of each of Level Equity Associates, LLC, Level Equity Associates II, LLC, Level Equity Associates IV, LLC and Level Equity Management, LLC, was a member of the Issuer's Board of Directors (the "Board") until the effectiveness of the Mergers. Prior to the effectiveness of the Mergers, Mr. Levin had 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 prior to the effectiveness of the Mergers. Mr. Levin has filed a separate Section 16 report disclosing changes of beneficial ownership of 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 | 05/02/2025 | |
| Level Equity Associates II, LLC, By: /s/ Nathan Linn, Chief Operating Officer | 05/02/2025 | |
| Level Equity Associates IV, LLC, By: /s/ Nathan Linn, Chief Operating Officer | 05/02/2025 | |
| Level Equity Management, LLC, By: /s/ Nathan Linn, Chief Operating Officer | 05/02/2025 | |
| ** 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. | ||