Large owner Davidson Kempner Capital Management Lp disposed of 1,517,381 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 |
|
|||||||||||||||
|
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)
|
2. Issuer Name and Ticker or Trading Symbol
Vacasa, Inc. [ VCSA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 04/30/2025 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 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, par value $0.00001 per share | 04/30/2025 | J(1) | 1,517,381 | D | (1) | 0 | I | See footnotes(2)(4)(5)(6)(7) | ||
|
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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 | ||||||||
| Senior Secured Convertible Notes ("Notes") | (8) | 04/30/2025 | J(1) | 7,821,677(9) | (8) | (8) | Class A Common Stock | 7,821,677(9) | (1) | 0 | I | See footnotes(3)(5)(6)(7) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
|
| Explanation of Responses: |
| 1. On April 30, 2025, upon the closing of the transactions described in the Issuer's Current Report on Form 8-K filed with the SEC on May 1, 2025 (the "Closing Date"), (i) each share of Class A Common Stock held by the DK Holders (as defined in footnote 2) was converted into $5.30 in cash and (ii) the Notes held by DK VCSA Lender (as defined in footnote 2) were cashed out at $5.30 per share of Class A Common Stock on an as-converted basis. |
| 2. The securities reported on this line were held directly by: (i) M.H. Davidson & Co., a New York limited partnership ("CO"), (ii) Davidson Kempner Opportunistic Credit LP, a Cayman Islands exempted limited partnership ("DKOPPC"), (iii) DKOF VI Trading Subsidiary LP, a Cayman Islands exempted limited partnership ("DKOF VI") and (iv) DK VCSA Lender LLC, a Delaware limited liability company ("DK VCSA Lender" and together with CO, DKOPPC and DKOF VI, the "DK Holders"). |
| 3. The securities reported on this line were held directly by DK VCSA Lender. |
| 4. M.H. Davidson & Co. GP, L.L.C., a Delaware limited liability company ("CO GP"), is the general partner of CO and Davidson Kempner Liquid GP Topco LLC, a Delaware limited liability company ("Liquid GP Topco"), is the managing member of CO GP. Davidson Kempner Opportunistic Credit GP LLC, a Delaware limited liability company ("DKOPPC GP"), is the general partner of DKOPPC and Liquid GP Topco is the managing member of DKOPPC. Davidson Kempner Opportunities GP VI LLC, a Delaware limited liability company ("DKOF VI GP"), is the general partner of DKOF VI and Davidson Kempner Drawdown GP Topco LLC, a Delaware limited liability company, is the managing member of DKOF VI GP. (Continued in footnote 5) |
| 5. Madave Management LLC, a Delaware limited liability company ("Madave"), is the manager of DK VCSA Lender. The executive managing member of Madave is Anthony A. Yoseloff and the co-deputy executive managing members of Madave are Patrick W. Dennis and Gabriel T. Schwartz. (Continued in footnote 6) |
| 6. Davidson Kempner Capital Management LP ("DKCM"), a Delaware limited partnership and a registered investment adviser with the U.S. Securities and Exchange Commission (the "SEC"), acts as investment manager to each of the DK Holders. DKCM GP LLC, a Delaware limited liability company, is the general partner of DKCM. The managing members of DKCM are Anthony A. Yoseloff, Conor Bastable, Shulamit Leviant, Morgan P. Blackwell, Patrick W. Dennis, Gabriel T. Schwartz, Zachary Z. Altschuler, Joshua D. Morris, Suzanne K. Gibbons, Gregory S. Feldman, Melanie Levine and James Li. Mr. Anthony A. Yoseloff, through DKCM, is responsible for the voting and investment decisions relating to the securities held by the DK Holders. |
| 7. The filing of this statement shall not be deemed an admission that any of the Reporting Persons is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. Each of the Reporting Persons expressly disclaims beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein, if any. |
| 8. Subject to certain conditions, at any time on or after the applicable issuance date, holders of Notes had the option to convert all or a portion of the Notes into shares of Class A Common Stock. The initial conversion price of the Notes was $4.16, which is subject to customary anti-dilution adjustments. The Notes were terminated on the Closing Date before the scheduled maturity date of August 7, 2029. |
| 9. Includes accrued interest through the Closing Date. |
| /s/ M.H. Davidson & Co., By: M.H. Davidson & Co. GP, L.L.C., its General Partner, By: Davidson Kempner Liquid GP Topco LLC, its Managing Member, By: Anthony A. Yoseloff, its Executive Managing Member | 05/05/2025 | |
| /s/ Davidson Kempner Opportunistic Credit LP, By: Davidson Kempner Opportunistic Credit GP LLC, its General Partner, By: Davidson Kempner Liquid GP Topco LLC, its Managing Member, By: /s/ Anthony A. Yoseloff, its Executive Managing Member | 05/05/2025 | |
| /s/ DKOF VI Trading Subsidiary LP, By: Davidson Kempner Opportunities GP VI LLC, its General Partner, By: Davidson Kempner Drawdown GP Topco LLC, its Managing Member, By: Anthony A. Yoseloff, its Executive Managing Member | 05/05/2025 | |
| /s/ DK VCSA Lender LLC, By: Madave Management LLC, its Manager, By: Anthony A. Yoseloff, its Executive Managing Member | 05/05/2025 | |
| /s/ Davidson Kempner Capital Management LP, By: Anthony A. Yoseloff, its Executive Managing Member | 05/05/2025 | |
| /s/ Anthony A. Yoseloff | 05/05/2025 | |
| ** 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. | ||