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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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SCHEDULE 13D/A 0001140361-24-027329 0001403525 XXXXXXXX LIVE 1 Class A common stock, par value $0.00001 per share 03/21/2025 false 0001874944 91854V206 Vacasa, Inc. 850 NW 13th Avenue Portland OR 97209 Richard Ting (213) 830-6300 Oaktree Capital Management, L.P. 333 S. Grand Avenue, 28th Floor Los Angeles CA 90071 Y Oaktree Value Opportunities Fund Holdings, L.P. WC DE 0 1197755 0 1197755 1197755 N 5.86 PN The percent of class is calculated based upon 20,431,937 shares of Class A common stock outstanding (the "Class A Shares") as reported in the Preliminary Proxy Statement on Schedule 14A filed by the Issuer with the Securities and Exchange Commission on March 21, 2025 (the "Preliminary Proxy Statement"). 0000949509 OAKTREE CAPITAL MANAGEMENT LP AF Y DE 0 1375448 0 1375448 1375448 N 6.73 PN The percent of class is calculated based upon 20,431,937 Class A Shares as reported in the Preliminary Proxy Statement. Y Oaktree Capital Holdings, LLC AF DE 0 1375448 0 1375448 1375448 N 6.73 OO The percent of class is calculated based upon 20,431,937 Class A Shares as reported in the Preliminary Proxy Statement. 0001403525 Oaktree Capital Group Holdings GP, LLC AF DE 0 1375448 0 1375448 1375448 N 6.73 OO The percent of class is calculated based upon 20,431,937 Class A Shares as reported in the Preliminary Proxy Statement. Y Brookfield Asset Management ULC AF A1 0 0 0 0 0 N 0 OO Y Brookfield Corporation AF A6 0 0 0 0 0 N 0 OO Y Brookfield Asset Management Ltd. AF A1 0 0 0 0 0 N 0 OO Y BAM Partners Trust AF A6 0 0 0 0 0 N 0 OO Class A common stock, par value $0.00001 per share Vacasa, Inc. 850 NW 13th Avenue Portland OR 97209 This Amendment No. 1 ("Amendment No. 1") amends and supplements the Schedule 13D, originally filed on May 23, 2024 (the "Schedule 13D"). Except as set forth herein, the Schedule 13D remains in full force and effect. Each capitalized term used but not defined herein has the meaning ascribed to such term in the Schedule 13D. Item 2(e) of the Schedule 13D is hereby amended and restated as follows: On September 25, 2024, the SEC accepted an offer by OCM to resolve an investigation involving Sections 13(d) and 16(a) of the Securities Exchange Act of 1934 ("Act") and Rules 13d-2 and 16a-3 thereunder, which require certain investors, like OCM, that beneficially own the registered equity securities of a public company to file reports with the SEC of their beneficial ownership in the equity of the company, including changes in their beneficial ownership, within specified timeframes. OCM cooperated immediately and fully with the SEC's investigation, and, without admitting or denying the SEC's findings, in a settled proceeding agreed to cease and desist from committing or causing any violations and any future violations of Sections 13(d) and 16(a) of the Exchange Act and Rules 13d-2 and 16a-3 thereunder and to pay a $375,000 penalty. Item 5(a) of the Schedule 13D is hereby amended and restated as follows: In the aggregate, the Reporting Persons beneficially own, as of the date hereof, 1,375,448 Class A Shares, representing approximately 6.73% of the Class A Shares outstanding as of the date hereof. All such ownership percentages of the securities reported herein are based upon 20,431,937 Class A Shares outstanding, as reported on the Preliminary Proxy Statement. Item 5(b) of the Schedule 13D is hereby amended and restated as follows: VOF directly holds 1,197,755 Class A Shares. OCM indirectly manages VOF. As such OCM may be deemed to beneficially own 1,375,448 Class A Shares, which amount includes the 1,197,755 Class A Shares held directly by VOF and 177,693 Class A Shares managed on behalf of various clients and accounts. OCH indirectly manages OCM, and OCGH directly manages OCH. As a result, each of OCH and OCGH may be deemed to beneficially own the reported 1,375,448 Class A Shares. The filing of this Statement shall not be deemed an admission by any of the Reporting Persons, of beneficial ownership for purposes of Section 13(d) or 13(g) or for any other purpose. Item 5(c) of the Schedule 13D is hereby amended and restated as follows: The Reporting Persons have not effected any transactions within the prior sixty days. Not applicable. Item 5(e) of the Schedule 13D is hereby amended and restated as follows: Brookfield, which previously reported together with the Oaktree Parties, has been determined to no longer act together with the Oaktree Parties, and therefore has ceased to be the beneficial owner of more than five percent of the securities covered by this Amendment No. 1. Exhibit A Joint Filing Agreement, dated as of May 23, 2024, incorporated by reference to Exhibit A to the Schedule 13D. Oaktree Value Opportunities Fund Holdings, L.P. /s/ Henry Orren Henry Orren 03/25/2025 OAKTREE CAPITAL MANAGEMENT LP /s/ Henry Orren Henry Orren 03/25/2025 Oaktree Capital Holdings, LLC /s/ Henry Orren Henry Orren 03/25/2025 Oaktree Capital Group Holdings GP, LLC /s/ Henry Orren Henry Orren 03/25/2025 Brookfield Asset Management ULC /s/ Kathy Sarpash Kathy Sarpash / Managing Director, Legal & Regulatory 03/25/2025 Brookfield Corporation /s/ Swati Mandava Swati Mandava / Managing Director, Legal & Regulatory 03/25/2025 Brookfield Asset Management Ltd. /s/ Kathy Sarpash Kathy Sarpash / Managing Director, Legal & Regulatory 03/25/2025 BAM Partners Trust /s/ Kathy Sarpash Kathy Sarpash / Secretary 03/25/2025