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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13D/A 0001140361-24-02732 0001403525 XXXXXXXX LIVE 2 Class A common stock, par value $0.00001 per share 04/29/2025 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 0 0 0 0 N 0 PN Y Oaktree Capital Management LP AF Y DE 0 0 0 0 0 N 0 PN Y Oaktree Capital Holdings, LLC AF DE 0 0 0 0 0 N 0 OO 0001403525 Oaktree Capital Group Holdings GP, LLC AF DE 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. 2 ("Amendment No. 2") amends and supplements the Schedule 13D, originally filed on May 23, 2024 and Amendment No. 1 filed with the SEC on April 3, 2025. 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(a) of the Schedule 13D is hereby amended and restated as follows: This Amendment No. 2 is filed as a joint statement pursuant to Rule 13d-1(k) under the Act by each of the following persons (collectively, the "Reporting Persons"): 1. Oaktree Value Opportunities Fund Holdings, L.P. ("VOF"), a Delaware limited partnership, in its capacity as a direct holder; 2. Oaktree Capital Management, L.P. ("OCM," and together with VOF, the "Oaktree Holders"), a Delaware limited partnership, in its capacity as an advisor on behalf of various clients and accounts and as the indirect manager of VOF; 3. Oaktree Capital Holdings, LLC ("OCH"), a Delaware limited liability company, in its capacity as the indirect manager of OCM; and 4. Oaktree Capital Group Holdings GP, LLC ("OCGH"), a Delaware limited liability company, in its capacity as an indirect owner of OCH. The principal business address of each of the Reporting Persons is 333 S. Grand Avenue, 28th Floor, Los Angeles, CA 90071. Item 4 of the Schedule 13D is hereby amended to incorporate the following as the penultimate paragraph thereof: On April 29, 2025, shareholders of the Issuer voted in favor of the proposal to adopt the Agreement and Plan of Merger dated December 30, 2024 by and among the Issuer, Vacasa Holdings, LLC, Casago Holdings, LLC ("Parent") and the other parties thereto, as amended (the "Merger Agreement"). On April 30, 2025, certain of the Reporting Persons entered into a Rollover Agreement with Parent, substantially in the form attached hereto as Exhibit B, pursuant to which, immediately prior to the closing of the transactions consummated by the Merger Agreement ("Closing"), the aggregate 1,375,448 Class A Shares previously reported by the Reporting Persons would be contributed to Parent in exchange for newly issued shares of Parent. Pursuant to the Rollover Agreement, immediately prior to the Closing on April 30, 2025, all Class A Shares beneficially owned by the Reporting Persons were transferred to Parent and the Reporting Persons ceased to beneficially own any Issuer securities. The information set forth on lines 11 and 13 of each cover page of this Amendment No. 2 is hereby incorporated by reference into this Item 5(a). The information set forth on lines 7 through 10 of each cover page of this Amendment No. 2 is hereby incorporated by reference into this Item 5(b). Except as set forth in Item 4 of this Amendment No. 2, the Reporting Persons have not affected any transactions in Class A Shares since the filing of Amendment No. 1. As of April 30, 2025, the Reporting Persons ceased to beneficially own any Class A Shares. Item 6 of the Schedule 13D is hereby amended to incorporate the information set forth in Item 4 hereof. Exhibit A Joint Filing Agreement, dated as of May 1, 2025. Exhibit B Rollover Agreement, dated as of April 30, 2025. Oaktree Value Opportunities Fund Holdings, L.P. /s/ Henry Orren Henry Orren / Managing Director 05/01/2025 Oaktree Capital Management LP /s/ Henry Orren Henry Orren / Managing Director 05/01/2025 Oaktree Capital Holdings, LLC /s/ Henry Orren Henry Orren / Managing Director 05/01/2025 Oaktree Capital Group Holdings GP, LLC /s/ Henry Orren Henry Orren / Managing Director 05/01/2025