Director Terrill Chris converted options into 25,377 shares and returned 60,491 shares to the company, closing all direct ownership in the company (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 | C | 25,377 | A | (1)(2) | 60,491 | D | |||
| Class A Common Stock | 04/30/2025 | D | 60,491 | D | (1)(3) | 0 | D | |||
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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 Employee Holdings LLC Interests | (1)(2) | 04/30/2025 | C | 8,158 | (1)(2) | (1)(2) | Vacasa Holdings Units | 8,158 | (1)(2) | 0 | D | ||||
| Vacasa Holdings Units | (1)(2) | 04/30/2025 | C | 8,158 | (1)(2) | (1)(2) | Class A Common Stock | 8,158 | (1)(2) | 25,377 | D | ||||
| Vacasa Holdings Units | (1)(2) | 04/30/2025 | C | 25,377 | (1)(2) | (1)(2) | Class A Common Stock | 25,377 | (1)(2) | 0 | D | ||||
| Explanation of Responses: |
| 1. Pursuant to that certain Agreement and Plan of Merger, dated December 30, 2024 and amended on March 17, 2025 and March 28, 2025 (as amended to date, the "Merger Agreement"), by and among the Issuer, Vacasa Holdings LLC, Casago Holdings, LLC ("Parent"), Vista Merger Sub II Inc., a wholly owned subsidiary of Parent ("Company Merger Sub"), and Vista Merger Sub LLC, a wholly owned subsidiary of Parent ("LLC Merger Sub" and together with Company Merger Sub, "Merger Subs"), LLC Merger Sub merged with and into Vacasa Holdings LLC with Vacasa Holdings LLC surviving such merger as a subsidiary of Parent (the "LLC Merger"), and immediately after the LLC Merger, Company Merger Sub merged with and into the Issuer (the "Issuer Merger" and, together with the LLC Merger, the "Mergers"), with the Issuer surviving such merger as a wholly owned subsidiary of Parent and Vacasa Holdings LLC indirectly becoming a wholly owned subsidiary of Parent. |
| 2. Immediately prior to the LLC Merger, the Common Units of Vacasa Holdings LLC were redeemed pursuant to which such Common Units and such shares of Class B Common Stock were exchanged for shares of Class A Common Stock in accordance with the Vacasa LLC Agreement. The newly issued shares of Class A Common Stock are entitled to the Merger Consideration (as defined below). |
| 3. Upon consummation of the Company Merger, each (i) outstanding share of Class A Common Stock was automatically converted into the right to receive $5.30 in cash (the "Merger Consideration") and (ii) outstanding award of restricted stock units automatically converted into the right to receive the product of (a) the aggregate number of shares of Class A Common Stock underlying such award and (b) the Merger Consideration, subject to applicable vesting terms. |
| By: /s/ Rebecca Boyden, Attorney-in-Fact | 05/01/2025 | |
| ** 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. | ||