Large owner Riverwood Capital Partners Ii (Parallel-B) L.P. disposed of 2,479,329 shares (SEC Form 4)

5/2/25 9:38:48 PM ET

$VCSA

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SEC FORM 4 SEC Form 4

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^*

Riverwood Capital Partners II (Parallel-B) L.P.

(Last)

(First)

(Middle)

70 WILLOW ROAD, SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Vacasa, Inc. [ VCSA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

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)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock⁽¹⁾	04/30/2025		J⁽²⁾⁽³⁾		1,415,587	D	⁽²⁾⁽³⁾	0	I	Held through RW Vacasa AIV L.P.⁽⁴⁾⁽⁵⁾
Class A Common Stock	04/30/2025		J⁽²⁾⁽³⁾		327,626	D	⁽²⁾⁽³⁾	0	I	Held through Riverwood Capital Partners II (Parallel-B) L.P.⁽⁴⁾
Class A Common Stock	04/30/2025		J⁽²⁾⁽³⁾		469,216	D	⁽²⁾⁽³⁾	0	I	Held through RCP III Vacasa AIV L.P.⁽⁶⁾⁽⁷⁾
Class A Common Stock	04/30/2025		J⁽²⁾⁽³⁾		143,517	D	⁽²⁾⁽³⁾	0	I	Held through Riverwood Capital Partners III (Parallel-B) L.P.⁽⁶⁾
Class A Common Stock	04/30/2025		J⁽²⁾⁽³⁾		93,003	D	⁽²⁾⁽³⁾	0	I	Held through RCP III (A) Vacasa AIV L.P.⁽⁶⁾⁽⁸⁾
Class A Common Stock	04/30/2025		J⁽⁹⁾		30,380	D	⁽⁹⁾	0	D⁽⁹⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Units of Vacasa Holdings, LLC⁽¹⁰⁾	⁽²⁾⁽³⁾	04/30/2025		J⁽²⁾⁽³⁾			145,925	⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	145,925	⁽²⁾⁽³⁾	0	I	Held through RW Vacasa AIV L.P.⁽⁴⁾
Units of Vacasa Holdings, LLC⁽¹⁰⁾	⁽²⁾⁽³⁾	04/30/2025		J⁽²⁾⁽³⁾			80,965	⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	80,965	⁽²⁾⁽³⁾	0	I	Held through Riverwood Capital Partners II (Parallel-B) L.P.⁽⁴⁾
Units of Vacasa Holdings, LLC⁽¹⁰⁾	⁽²⁾⁽³⁾	04/30/2025		J⁽²⁾⁽³⁾			47,297	⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	47,297	⁽²⁾⁽³⁾	0	I	Held through RCP III Vacasa AIV L.P.⁽⁶⁾
Units of Vacasa Holdings, LLC⁽¹⁰⁾	⁽²⁾⁽³⁾	04/30/2025		J⁽²⁾⁽³⁾			35,468	⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	35,468	⁽²⁾⁽³⁾	0	I	Held through Riverwood Capital Partners III (Parallel-B) L.P.⁽⁶⁾
Units of Vacasa Holdings, LLC⁽¹⁰⁾	⁽²⁾⁽³⁾	04/30/2025		J⁽²⁾⁽³⁾			14,388	⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	14,388	⁽²⁾⁽³⁾	0	I	Held through RCP III (A) Vacasa AIV L.P.⁽⁶⁾

1. Name and Address of Reporting Person^*

Riverwood Capital Partners II (Parallel-B) L.P.

(Last)

(First)

(Middle)

70 WILLOW ROAD, SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Riverwood Capital Partners III (Parallel - B) L.P.

(Last)

(First)

(Middle)

70 WILLOW ROAD, SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

RCP III (A) Vacasa AIV L.P.

(Last)

(First)

(Middle)

70 WILLOW ROAD, SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. This Form 4 is filed by Jeffrey T. Parks and RW Vacasa AIV L.P., Riverwood Capital Partners II (Parallel-B) L.P., RW Industrious Blocker L.P., Riverwood Capital II L.P., Riverwood Capital GP II Ltd., RCP III Vacasa AIV L.P., RCP III (A) Vacasa AIV L.P., Riverwood Capital Partners III (Parallel-B) L.P., RCP III Blocker Feeder L.P., RCP III (A) Blocker Feeder L.P., Riverwood Capital III L.P., and Riverwood Capital GP III Ltd. (collectively, the "Riverwood Entities"). Mr. Parks is a member of the board of directors of Vacasa, Inc. (the "Issuer") and a member of the investment committees of Riverwood Capital II L.P. and Riverwood Capital III L.P. and a shareholder of Riverwood Capital GP II Ltd. and Riverwood Capital GP III Ltd.

2. On April 30, 2025, the Issuer completed the previously announced transaction with Casago Holdings, LLC ("Parent"), pursuant to the Agreement and Plan of Merger dated as of December 30, 2024 (as amended through the date hereof, the "Merger Agreement"), whereby Parent indirectly acquired the Issuer (the "Merger"). Pursuant to the terms of the Merger Agreement (a) 1,415,587 shares of Class A common stock, par value $0.00001 per share (the "Common Stock") and 145,925 limited liability company units of Vacasa Holdings, LLC (the "Common Units") (and corresponding shares of the Class B Common Stock of the Issuer) held by RW Vacasa AIV L.P. were contributed to Parent in exchange for equity interests in Parent; (b) 327,626 shares of Common Stock and 80,965 Common 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;

3. (continued from footnote 2) (c) 469,216 shares of Common Stock and 47,297 Common 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; (d) 143,517 shares of Common Stock and 35,468 Common 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 (e) 93,003 shares of Common Stock and 14,388 Common 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 Common Unit, as applicable.

4. The general partner of RW Vacasa AIV L.P., Riverwood Capital Partners II (Parallel-B) L.P. and RW Industrious Blocker L.P. is Riverwood Capital II L.P. The general partner of Riverwood Capital II L.P. is Riverwood Capital GP II Ltd. Riverwood Capital II L.P. and Riverwood Capital GP II Ltd. may be deemed to beneficially own the securities directly held by RW Vacasa AIV L.P., Riverwood Capital Partners II (Parallel-B) L.P., and RW Industrious Blocker L.P.

5. Immediately prior to the effective time of the Merger, RW Industrious Blocker L.P. contributed all of its Common Stock to RW Casago LLC, the managing member of which is Riverwood Capital II L.P. RW Casago LLC then contributed all of such Common Stock to RW Vacasa AIV L.P.

6. The general partner of RCP III Vacasa AIV L.P., RCP III (A) Vacasa AIV L.P., Riverwood Capital Partners III (Parallel-B) L.P., RCP III Blocker Feeder L.P. and RCP III (A) Blocker Feeder L.P. is Riverwood Capital III L.P. The general partner of Riverwood Capital III L.P. is Riverwood Capital GP III Ltd. Riverwood Capital III L.P. and Riverwood Capital GP III Ltd. may be deemed to beneficially own the securities directly held by RCP III Vacasa AIV L.P., RCP III (A) Vacasa AIV L.P., Riverwood Capital Partners III (Parallel-B) L.P., RCP III Blocker Feeder L.P. and RCP III (A) Blocker Feeder L.P.

7. Immediately prior to the effective time of the Merger, RCP III Blocker Feeder L.P. contributed all of its Common Stock to RCP III Casago Blocker LLC, the managing member of which is Riverwood Capital III L.P. RCP III Casago Blocker LLC then contributed all of such Common Stock to RCP III Vacasa AIV L.P.

8. Immediately prior to the effective time of the Merger, RCP III (A) Blocker Feeder L.P. contributed all of its Common Stock to RCP III (A) Casago Blocker LLC, the managing member of which is Riverwood Capital III L.P. RCP III (A) Casago Blocker LLC then contributed all of such Common Stock to RCP III (A) Vacasa AIV L.P.

9. These securities were held by Mr. Parks for the benefit of one or more of the Riverwood Entities and/or certain of their affiliates (collectively, "Riverwood"). Pursuant to the Merger Agreement, upon consummation of the Merger, all of the then-unvested restricted stock units held by Mr. Parks vested on their terms and each share of Common Stock held by Mr. Parks (including as a result of such vesting event) was automatically converted into the right to receive $5.30 in cash. Mr. Parks is obligated to transfer all amounts received in respect of these securities as directed by Riverwood. Mr. Parks disclaims beneficial ownership of these securities except to the extent of any pecuniary interest therein.

10. Pursuant to the terms of the limited liability company agreement of Vacasa Holdings, LLC, the Common Units and an equal number of paired shares of Class B Common Stock of the Issuer were together redeemable by the holder on a one-for-one basis for, at the option of the Issuer into (a) one share of Common Stock, subject to conversion rate adjustments for stock splits, stock dividends, reclassification and other similar transactions or (b) an equivalent amount of cash. Upon redemption, Vacasa Holdings, LLC will cancel and retire for no consideration the redeemed shares of Class B Common Stock. 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.

Remarks:

This filing shall not be deemed an admission that the Reporting Persons are beneficial owners of all securities covered by this filing for purposes of Section 16 of the Exchange Act or otherwise, and each Reporting Person disclaims beneficial ownership of these securities, except to the extent of such Reporting Person's pecuniary interest therein, if any. Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 4. The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act.

	By: /s/ Jeffrey T. Parks, Director of Riverwood Capital GP II Ltd., general partner of Riverwood Capital II L.P., general partner of Riverwood Capital Partners II (Parallel-B) L.P.	05/02/2025
	By: /s/ Jeffrey T. Parks, Director of Riverwood Capital GP III Ltd., general partner of Riverwood Capital III L.P., general partner of Riverwood Capital Partners III (Parallel-B) L.P.	05/02/2025
	By: /s/ Jeffrey T. Parks, Director of Riverwood Capital GP III Ltd., general partner of Riverwood Capital III L.P., general partner of RCP III (A) Vacasa AIV L.P.	05/02/2025
	** Signature of Reporting Person	Date
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Date	Price Target	Rating	Analyst
2/29/2024		Mkt Outperform → Mkt Perform	JMP Securities
10/17/2023	$33.00 → $11.00	Neutral	Goldman
3/15/2023		Outperform → Perform	Oppenheimer
11/10/2022		Overweight → Neutral	JP Morgan
10/3/2022	$3.00	Hold	Deutsche Bank
6/9/2022	$12.00 → $6.50	Mkt Outperform	JMP Securities
2/16/2022	$10.00	Overweight	JP Morgan
1/31/2022		Sector Weight	Keybanc

Large owner Riverwood Capital Partners Ii (Parallel-B) L.P. disposed of 2,479,329 shares (SEC Form 4)

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