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SCHEDULE 13D/A 0000950170-25-003166 0001596118 XXXXXXXX LIVE 1 Class A common stock, par value $0.00001 per share 03/11/2025 false 0001874944 91854V206 Vacasa, Inc. 850 NW 13TH AVENUE Portland OR 97209 Lisa Wong (650) 618-7300 70 Willow Road, Suite 100 Menlo Park CA 94025 Kelli Schultz-Panas (650) 251-5148 2475 Hanover Street Palo Alto CA 94304 0001899541 N RW Industrious Blocker L.P. b OO N 825103 0 825103 0 825103 N 4.9 PN 0001899539 N RW Vacasa AIV L.P. b N DE 736409 0 736409 0 736409 N 4.3 PN 0001596118 N Riverwood Capital Partners II (Parallel-B) L.P. b OO N A6 408591 0 408591 0 408591 N 2.4 PN 0001899563 N RCP III (A) Blocker Feeder L.P. b OO N DE 34784 0 34784 0 34784 N 0.2 PN 0001899519 N RCP III Blocker Feeder L.P. b OO N DE 277833 0 277833 0 277833 N 1.6 PN 0001899517 N RCP III Vacasa AIV L.P. b OO N DE 238680 0 238680 0 238680 N 1.4 PN 0001899520 N RCP III (A) Vacasa AIV L.P. b OO N DE 72607 0 72607 0 72607 N 0.4 PN 0001746848 N Riverwood Capital Partners III (Parallel-B) L.P. b OO N E9 178985 0 178985 0 178985 N 1.1 PN 0001841905 N Riverwood Capital II L.P. b OO N E9 1970103 0 1970103 0 1970103 N 11.4 PN 0001841902 N Riverwood Capital GP II Ltd. b OO N E9 1970103 0 1970103 0 1970103 N 11.4 CO 0001884103 N Riverwood Capital III L.P. b OO N E9 802889 0 802889 0 802889 N 4.7 PN 0001883779 N Riverwood Capital GP III Ltd. b OO N E9 802889 0 802889 0 802889 N 4.7 CO 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") is being filed by RW Industrious Blocker L.P., RW Vacasa AIV L.P., Riverwood Capital Partners II (Parallel-B) L.P., RCP III (A) Blocker Feeder L.P., RCP III Blocker Feeder L.P., RCP III Vacasa AIV L.P., RCP III (A) Vacasa AIV L.P., Riverwood Capital Partners III (Parallel-B) L.P., Riverwood Capital II L.P., Riverwood Capital GP II Ltd., Riverwood Capital III L.P. and Riverwood Capital GP III Ltd. (collectively, the "Reporting Persons") and amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the "SEC") by the Reporting Persons on January 7, 2025 (the "Original Schedule 13D"). The Items below amend the information disclosed under the corresponding Items in the Original Schedule 13D as described below. Capitalized terms used but not defined in this Amendment No. 1 shall have the same meanings ascribed to them in the Original Schedule 13D. Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported in the Original Schedule 13D. Items 5(a) - (c) of the Original Schedule 13D are hereby amended and restated as follows: The information contained in rows 7, 8, 9, 10, 11 and 13 on each of the cover pages of this Amendment No. 1 are incorporated by reference into this Item 5. As of the date hereof, the Reporting Persons may be deemed to beneficially own an aggregate of 2,772,992 shares of the Issuer's Common Stock, consisting of (i) 825,103 shares of Common Stock held by RW Industrious Blocker L.P., (ii) 590,484 shares of Common Stock held by RW Vacasa AIV L.P. and 145,925 shares of Common Stock issuable on a one-for-one basis upon redemption of Vacasa Units and an equal number of paired shares of Class B Common Stock held by such entity, (iii) 327,626 shares of Common Stock held by Riverwood Capital Partners II (Parallel-B) L.P. and 80,965 shares of Common Stock issuable on a one-for-one basis upon redemption of Vacasa Units and an equal number of paired shares of Class B Common Stock held by such entity, (iv) 34,784 shares of Common Stock held by RCP III (A) Blocker Feeder L.P., (v) 277,833 shares of Common Stock held by RCP III Blocker Feeder L.P., (vi) 191,383 shares of Common Stock held by RCP III Vacasa AIV L.P. and 47,297 shares of Common Stock issuable on a one-for-one basis upon redemption of Vacasa Units and an equal number of paired shares of Class B Common Stock held by such entity, (vii) 58,219 shares of Common Stock held by RCP III (A) Vacasa AIV L.P. and 14,388 shares of Common Stock issuable on a one-for-one basis upon redemption of Vacasa Units and an equal number of paired shares of Class B Common Stock held by such entity, and (viii) 143,517 shares of Common Stock held by Riverwood Capital Partners III (Parallel-B) L.P. and 35,468 shares of Common Stock issuable on a one-for-one basis upon redemption of Vacasa Units and an equal number of paired shares of Class B Common Stock held by such entity, representing an aggregate of approximately 16.0% of the issued and outstanding shares of the Issuer's Common Stock calculated pursuant to Rule 13d-3 of the Exchange Act. The Vacasa Units represent limited liability company units of Company LLC and an equal number of paired shares of Class B Common Stock, which, pursuant to the limited liability company agreement of Company LLC, 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, Company LLC will cancel and retire for no con-sideration 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. The percentages of beneficial ownership in this Schedule 13D are based on 15,705,254 shares of Common Stock of the Issuer outstanding as of December 31, 2024, as reflected in the Issuer's Preliminary Proxy Statement on Schedule 14A filed with the SEC on March 12, 2025, plus an aggregate of 1,296,159 shares of Common Stock issued to certain of the Reporting Persons pursuant to redemptions of Vacasa Units and an equal number of paired shares of Class B Common Stock by such Reporting Persons, plus the shares of Common Stock that may be received by each Reporting Person upon redemption of their remaining Vacasa Units and shares of Class B Common Stock of the Issuer, as applicable. As a result of the execution and delivery of the Support Agreements by the Riverwood Funds, Silver Lake Group, L.L.C. and its affiliated entities ("SLG"), and certain entities affiliated with Level Equity Management, LLC (collectively, "Level" and the Riverwood Funds, Level, and SLG, together the "Supporting Stockholders"), the Reporting Persons may be deemed to have formed a "group" within the meaning of Section 13(d) of the Exchange Act with Level and SLG. Based on information provided by Level and SLG to the Reporting Persons, as of the date here-of, the Supporting Stockholders beneficially own an aggregate of 10,322,190 shares of Common Stock, consisting of (i) 9,178,319 shares of Common Stock and (ii) 1,143,871 shares of Common Stock issuable on a one-for-one basis upon redemption of Vacasa Units and an equal number of paired shares of Class B Common Stock, representing approximately 48.2% of the outstanding shares of Common Stock (based on 21,424,741 shares outstanding which includes 15,705,254 shares of Common Stock of the Issuer outstanding as of December 31, 2024, as reflected in the Issuer's Preliminary Proxy Statement on Schedule 14A filed with the SEC on March 12, 2025, plus the 1,143,871 shares of Common Stock that may be received upon redemption of Vacasa Units and shares of Class B Common Stock of the Issuer, as applicable). The beneficial ownership of the Reporting Persons does not include any shares of Common Stock, Vacasa Units or Class B Common Stock which may be beneficially owned by the other Supporting Stockholders and each of the Reporting Persons disclaims beneficial ownership over any such shares. See Item 5(a) above. On March 11, 2025, pursuant to the limited liability company agreement of Company LLC, the Reporting Persons redeemed the following Vacasa Units and paired shares of Class B Common Stock for newly issued shares of Common Stock on a one-for-one basis: (i) 583,697 Vacasa Units and an equal number of shares of Class B Common Stock held by RW Vacasa AIV L.P. for 583,697 shares of Common Stock, (ii) 323,860 Vacasa Units and an equal number of shares of Class B Common Stock held by Riverwood Capital Partners II (Parallel-B) L.P. for 323,860 shares of Common Stock, (iii) 189,184 Vacasa Units and an equal number of shares of Class B Common Stock held by RCP III Vacasa AIV L.P. for 189,184 shares of Common Stock, (iv) 57,550 Vacasa Units and an equal number of shares of Class B Common Stock held by RCP III (A) Vacasa AIV L.P. for 57,550 shares of Common Stock, and (iv) 141,868 Vacasa Units and an equal number of shares of Class B Common Stock held by Riverwood Capital Partners III (Parallel-B) L.P. for 141,868 shares of Common Stock. Except as set forth in this Schedule 13D, neither the Reporting Person nor to the best knowledge of the Reporting Person, any other person named in Exhibit C to the Original Schedule 13D has effected any transaction in Common Stock in the past 60 days. Item 7 of the Original Schedule 13D is hereby amended and supplemented as follows: I. Signature Page dated March 13, 2025* RW Industrious Blocker L.P. /s/ Jeffrey T. Parks Jeffrey T. Parks, Director of Riverwood Capital GP II Ltd., See Exhibit I 03/13/2025 RW Vacasa AIV L.P. /s/ Jeffrey T. Parks Jeffrey T. Parks, Director of Riverwood Capital GP II Ltd., See Exhibit I 03/13/2025 Riverwood Capital Partners II (Parallel-B) L.P. /s/ Jeffrey T. Parks Jeffrey T. Parks, Director of Riverwood Capital GP II Ltd., See Exhibit I 03/13/2025 RCP III (A) Blocker Feeder L.P. /s/ Jeffrey T. Parks Jeffrey T. Parks, Director of Riverwood Capital GP III Ltd., See Exhibit I 03/13/2025 RCP III Blocker Feeder L.P. /s/ Jeffrey T. Parks Jeffrey T. Parks, Director of Riverwood Capital GP III Ltd., See Exhibit I 03/13/2025 RCP III Vacasa AIV L.P. /s/ Jeffrey T. Parks Jeffrey T. Parks, Director of Riverwood Capital GP III Ltd., See Exhibit I 03/13/2025 RCP III (A) Vacasa AIV L.P. /s/ Jeffrey T. Parks Jeffrey T. Parks, Director of Riverwood Capital GP III Ltd., See Exhibit I 03/13/2025 Riverwood Capital Partners III (Parallel-B) L.P. /s/ Jeffrey T. Parks Jeffrey T. Parks, Director of Riverwood Capital GP III Ltd., See Exhibit I 03/13/2025 Riverwood Capital II L.P. /s/ Jeffrey T. Parks Jeffrey T. Parks, Director of Riverwood Capital GP III Ltd., See Exhibit I 03/13/2025 Riverwood Capital GP II Ltd. /s/ Jeffrey T. Parks Jeffrey T. Parks, Director of Riverwood Capital GP III Ltd., See Exhibit I 03/13/2025 Riverwood Capital III L.P. /s/ Jeffrey T. Parks Jeffrey T. Parks, Director of Riverwood Capital GP III Ltd., See Exhibit I 03/13/2025 Riverwood Capital GP III Ltd. /s/ Jeffrey T. Parks Jeffrey T. Parks, Director of Riverwood Capital GP III Ltd., See Exhibit I 03/13/2025