Riverwood Capital Partners II (Parallel-B) L.P. 4

Accession 0000950170-25-039060

CIK 0001874944other

View on SEC.gov Company Profile

Filed

Mar 12, 8:00 PM ET

Accepted

Mar 13, 8:48 PM ET

Size

33.5 KB

Accession

0000950170-25-039060

Insider Transaction Report

Form 4

Period: 2025-03-11

Vacasa, Inc.VCSA

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

10% Owner

Transactions

Conversion
Units of Vacasa Holdings, LLC
2025-03-11−583,697→ 145,925 total(indirect: Held through RW Vacasa AIV L.P.)
→ Class A Common Stock (583,697 underlying)
Conversion
Units of Vacasa Holdings, LLC
2025-03-11−323,860→ 80,965 total(indirect: Held through Riverwood Capital Partners II (Parallel-B) L.P.)
→ Class A Common Stock (323,860 underlying)
Conversion
Units of Vacasa Holdings, LLC
2025-03-11−141,868→ 35,468 total(indirect: Held through Riverwood Capital Partners III (Parallel-B) L.P.)
→ Class A Common Stock (141,868 underlying)
Conversion
Class A Common Stock
2025-03-11+189,184→ 191,383 total(indirect: Held through RCP III Vacasa AIV L.P.)
Conversion
Class A Common Stock
2025-03-11+141,868→ 143,517 total(indirect: Held through Riverwood Capital Partners III (Parallel-B) L.P.)
Conversion
Class A Common Stock
2025-03-11+57,550→ 58,219 total(indirect: Held through RCP III (A) Vacasa AIV L.P.)
Conversion
Units of Vacasa Holdings, LLC
2025-03-11−189,184→ 47,297 total(indirect: Held through RCP III Vacasa AIV L.P.)
→ Class A Common Stock (189,184 underlying)
Conversion
Units of Vacasa Holdings, LLC
2025-03-11−57,550→ 14,388 total(indirect: Held through RCP III (A) Vacasa AIV L.P.)
→ Class A Common Stock (57,550 underlying)
Conversion
Class A Common Stock
2025-03-11+583,697→ 590,484 total(indirect: Held through RW Vacasa AIV L.P.)
Conversion
Class A Common Stock
2025-03-11+323,860→ 327,626 total(indirect: Held through Riverwood Capital Partners II (Parallel-B) L.P.)

Holdings

Class A Common Stock
(indirect: Held through RCP III (A) Blocker Feeder L.P.)
34,784
Class A Common Stock
30,380
Class A Common Stock
(indirect: Held through RW Industrious Blocker L.P.)
825,103
Class A Common Stock
(indirect: Held through RCP III Blocker Feeder L.P.)
277,833

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

10% Owner

Transactions

Conversion
Class A Common Stock
2025-03-11+583,697→ 590,484 total(indirect: Held through RW Vacasa AIV L.P.)
Conversion
Class A Common Stock
2025-03-11+57,550→ 58,219 total(indirect: Held through RCP III (A) Vacasa AIV L.P.)
Conversion
Units of Vacasa Holdings, LLC
2025-03-11−323,860→ 80,965 total(indirect: Held through Riverwood Capital Partners II (Parallel-B) L.P.)
→ Class A Common Stock (323,860 underlying)
Conversion
Units of Vacasa Holdings, LLC
2025-03-11−189,184→ 47,297 total(indirect: Held through RCP III Vacasa AIV L.P.)
→ Class A Common Stock (189,184 underlying)
Conversion
Class A Common Stock
2025-03-11+323,860→ 327,626 total(indirect: Held through Riverwood Capital Partners II (Parallel-B) L.P.)
Conversion
Class A Common Stock
2025-03-11+141,868→ 143,517 total(indirect: Held through Riverwood Capital Partners III (Parallel-B) L.P.)
Conversion
Units of Vacasa Holdings, LLC
2025-03-11−583,697→ 145,925 total(indirect: Held through RW Vacasa AIV L.P.)
→ Class A Common Stock (583,697 underlying)
Conversion
Class A Common Stock
2025-03-11+189,184→ 191,383 total(indirect: Held through RCP III Vacasa AIV L.P.)
Conversion
Units of Vacasa Holdings, LLC
2025-03-11−141,868→ 35,468 total(indirect: Held through Riverwood Capital Partners III (Parallel-B) L.P.)
→ Class A Common Stock (141,868 underlying)
Conversion
Units of Vacasa Holdings, LLC
2025-03-11−57,550→ 14,388 total(indirect: Held through RCP III (A) Vacasa AIV L.P.)
→ Class A Common Stock (57,550 underlying)

Holdings

Class A Common Stock
(indirect: Held through RW Industrious Blocker L.P.)
825,103
Class A Common Stock
(indirect: Held through RCP III (A) Blocker Feeder L.P.)
34,784
Class A Common Stock
(indirect: Held through RCP III Blocker Feeder L.P.)
277,833
Class A Common Stock
30,380

RCP III (A) Vacasa AIV L.P.

10% Owner

Transactions

Conversion
Class A Common Stock
2025-03-11+323,860→ 327,626 total(indirect: Held through Riverwood Capital Partners II (Parallel-B) L.P.)
Conversion
Class A Common Stock
2025-03-11+189,184→ 191,383 total(indirect: Held through RCP III Vacasa AIV L.P.)
Conversion
Class A Common Stock
2025-03-11+57,550→ 58,219 total(indirect: Held through RCP III (A) Vacasa AIV L.P.)
Conversion
Units of Vacasa Holdings, LLC
2025-03-11−583,697→ 145,925 total(indirect: Held through RW Vacasa AIV L.P.)
→ Class A Common Stock (583,697 underlying)
Conversion
Units of Vacasa Holdings, LLC
2025-03-11−323,860→ 80,965 total(indirect: Held through Riverwood Capital Partners II (Parallel-B) L.P.)
→ Class A Common Stock (323,860 underlying)
Conversion
Units of Vacasa Holdings, LLC
2025-03-11−189,184→ 47,297 total(indirect: Held through RCP III Vacasa AIV L.P.)
→ Class A Common Stock (189,184 underlying)
Conversion
Units of Vacasa Holdings, LLC
2025-03-11−141,868→ 35,468 total(indirect: Held through Riverwood Capital Partners III (Parallel-B) L.P.)
→ Class A Common Stock (141,868 underlying)
Conversion
Class A Common Stock
2025-03-11+583,697→ 590,484 total(indirect: Held through RW Vacasa AIV L.P.)
Conversion
Class A Common Stock
2025-03-11+141,868→ 143,517 total(indirect: Held through Riverwood Capital Partners III (Parallel-B) L.P.)
Conversion
Units of Vacasa Holdings, LLC
2025-03-11−57,550→ 14,388 total(indirect: Held through RCP III (A) Vacasa AIV L.P.)
→ Class A Common Stock (57,550 underlying)

Holdings

Class A Common Stock
(indirect: Held through RW Industrious Blocker L.P.)
825,103
Class A Common Stock
(indirect: Held through RCP III (A) Blocker Feeder L.P.)
34,784
Class A Common Stock
(indirect: Held through RCP III Blocker Feeder L.P.)
277,833
Class A Common Stock
30,380

Footnotes (6)

[F1]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.
[F2](Continued from Footnote 1) 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.
[F3]Pursuant to the terms of the limited liability company agreement of Vacasa Holdings, LLC, limited liability company units of Vacasa Holdings, LLC and an equal number of paired shares of Class B Common Stock are together redeemable by the holder on a one-for-one basis for, at the option of the Issuer into (i) one share of 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, 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.
[F4]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.
[F5]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.
[F6]These securities are held by Mr. Parks for the benefit of one or more of the Riverwood Entities and/or certain of their affiliates (collectively, "Riverwood"). Mr. Parks is obligated to transfer the underlying shares upon vesting and settlement of the RSUs or any proceeds from the sale thereof as directed by Riverwood. Mr. Parks disclaims beneficial ownership of these securities except to the extent of any pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities by Mr. Parks for purposes of Section 16 or any other purposes.

Documents

1 file

4
ownership.xmlPrimary
4

Issuer

Vacasa, Inc.

CIK 0001874944

→

Entity typeother

IncorporatedCayman Islands

Related Parties

filerCIK 0001596118

Filing Metadata

Form type: 4
Filed: Mar 12, 8:00 PM ET
Accepted: Mar 13, 8:48 PM ET
Size: 33.5 KB

View on SEC.gov