This statement is filed in connection with (check the appropriate box):

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies:  ☐

Check the following box if the filing is a final amendment reporting the results of the transaction: ☒

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of this transaction, passed upon the merits or fairness of this transaction, or passed upon the adequacy or accuracy of the disclosure in this transaction statement on Schedule 13E-3. Any representation to the contrary is a criminal offense.

This Amendment No. 5 (this “Final Amendment”) to the Transaction Statement on Schedule 13E-3 (as amended, the “Transaction Statement”) is being filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), jointly by the following persons (each, a “Filing Person,” and collectively, the “Filing Persons”): (1) Vacasa, Inc., a Delaware corporation (“Vacasa” or the “Company”) and the issuer of the Class A common stock, par value $0.00001 per share (the “Class A Common Stock”) that is the subject of the Rule 13e-3 transaction; (2) Vacasa Holdings LLC, a Delaware limited liability company (“Vacasa LLC”); (3) Casago Holdings, LLC, a Delaware limited liability company (“Parent”); (4) Casago Global, LLC, a Delaware limited liability company; (5) Roofstock, Inc., a Delaware corporation; (6) TRT Investors 37, LLC, a Texas limited liability company; (7) MHRE STR II, LLC, a Delaware limited liability company; (8) SLP V Venice Feeder I, L.P., a Delaware limited partnership; (9) SLP Venice Holdings L.P., a Delaware limited partnership; (10) SLP V Aggregator GP, L.L.C., a Delaware limited liability company; (11) Silver Lake Technology Associates V, L.P., a Delaware limited partnership; (12) SLTA V (GP), L.L.C., a Delaware limited liability company; (13) Silver Lake Group, L.L.C., a Delaware limited liability company; (14) RW Vacasa AIV L.P., a Delaware limited partnership; (15) RW Industrious Blocker L.P., a Delaware limited partnership; (16) Riverwood Capital Partners II (Parallel - B) L.P., an Ontario limited partnership; (17) RCP III Vacasa AIV L.P., a Delaware limited partnership; (18) RCP III Blocker Feeder L.P., a Delaware limited partnership; (19) Riverwood Capital Partners III (Parallel - B) L.P., a Cayman Islands exempted limited partnership; (20) RCP III (A) Blocker Feeder L.P., a Delaware limited partnership; (21) RCP III (A) Vacasa AIV L.P., a Delaware limited partnership; (22) Level Equity Opportunities Fund 2015, L.P., a Delaware limited partnership; (23) Level Equity Opportunities Fund 2018, L.P., a Delaware limited partnership; (24) LEGP II AIV(B), L.P., a Delaware limited partnership; (25) LEGP I VCS, LLC, a Delaware limited liability company; (26) LEGP II VCS, LLC, a Delaware limited liability company; and (27) Level Equity-VCS Investors, LLC, a Delaware limited liability company (each of (8), (9) and (14) through (27), a “Rollover Stockholder”, and collectively, the “Rollover Stockholders”).

The Transaction Statement, including this Final Amendment, relates to the Agreement and Plan of Merger, dated as of December 30, 2024 and amended on March 17, 2025 and March 28, 2025 (including all exhibits and documents attached thereto, and as it may be amended from time to time, the “Merger Agreement”), by and among Parent, Vista Merger Sub II Inc., a Delaware corporation (“Company Merger Sub”), Vista Merger Sub LLC, a Delaware limited liability company (“LLC Merger Sub”), Vacasa LLC and the Company. On April 30, 2025, LLC Merger Sub merged with and into Vacasa LLC (the “LLC Merger”), with Vacasa LLC surviving such merger as a subsidiary of Parent and (ii) immediately after the LLC Merger, Company Merger Sub merged with and into Vacasa (the “Company Merger” and, together with the LLC Merger, the “Mergers”), with Vacasa surviving such merger as a wholly owned subsidiary of Parent and Vacasa LLC indirectly becoming a wholly owned subsidiary of Parent. As a result of the Mergers, each of LLC Merger Sub and Company Merger Sub ceased to exist as an independent entity and, therefore, are no longer filing persons.

This Final Amendment is being filed pursuant to Rule 13e-3(d)(3) under the Exchange Act to report the results of the Mergers and to reflect certain updates detailed below. Except as otherwise set forth herein, the information set forth in the Transaction Statement remains unchanged and is incorporated by reference into this Final Amendment. All information set forth in this Final Amendment should be read together with the information contained in or incorporated by reference into the Transaction Statement.

On March 28, 2025, Vacasa filed a definitive proxy statement (as supplemented on April 18, 2025, the “Proxy Statement”) under Regulation 14A of the Exchange Act with the SEC relating to the Special Meeting. The Proxy Statement is attached hereto as Exhibit (a)(2)(i) and the proxy supplement dated April 18, 2025 is attached hereto as Exhibit (a)(2)(ii). A copy of the Merger Agreement is attached to the Proxy Statement as Annex A, Annex AA and Annex AAA, which are incorporated herein by reference. Terms used but not defined in this Transaction Statement have the meanings assigned to them in the Proxy Statement.

Pursuant to General Instruction F to Schedule 13E-3, the information in the Proxy Statement, including all annexes thereto, is expressly incorporated by reference herein in its entirety, and responses to each item herein are qualified in their entirety by the information contained in the Proxy Statement. The cross-references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Proxy Statement of the information required to be included in response to the items of Schedule 13E-3.

While each of the Filing Persons acknowledges that the Mergers are a “going private” transaction for purposes of Rule 13e-3 under the Exchange Act, the filing of this Final Amendment and the Transaction Statement shall not be construed as an admission by any Filing Person, or by any affiliate of a Filing Person, that the Company was “controlled” by any of the Filing Persons and/or their respective affiliates.

The information concerning Vacasa contained in, or incorporated by reference into, this Final Amendment, Transaction Statement and the Proxy Statement was supplied by Vacasa. Similarly, all information concerning each other Filing Person contained in, or incorporated by reference into, this Transaction Statement and the Proxy Statement was supplied by such Filing Person.

(b) Golden Parachute Compensation. Not applicable.

(c) Other material information. Item 15(c) is hereby amended and supplemented by adding the following language:

On April 29, 2025, at the Special Meeting, the Company’s stockholders voted to approve and adopt the Merger Agreement and to waive any applicable provision of Section 5.1(d) of the Company’s amended and restated certificate of incorporation (the “Merger Proposal”).

The Merger Proposal was approved by the affirmative vote of (i) the holders of a majority in voting power of the outstanding shares of Class A Common Stock and Class B common stock, par value $0.00001 per share, of the Company (the “Class B Common Stock”), voting together as a single class, and entitled to vote thereon, (ii) the holders of a majority in voting power of the outstanding shares of Class A Common Stock, voting as a single class and entitled to vote thereon, and (iii) the holders of a majority in voting power of the outstanding shares of Class B Common Stock, voting as a single class and entitled to vote thereon.

On April 30, 2025, the Company filed a Certificate of Merger with the Secretary of State of the State of Delaware, pursuant to which the Mergers became effective. As a result of the Mergers, (i) LLC Merger Sub merged with and into Vacasa LLC with Vacasa LLC surviving such merger as a subsidiary of Parent and (ii) immediately after the LLC Merger, Company Merger Sub merged with and into the Company, with the Company surviving such merger as a wholly owned subsidiary of Parent and Vacasa LLC indirectly becoming a wholly owned subsidiary of Parent.

At the effective time of the Company Merger (the “Company Merger Effective Time”), (a) each share of Class A Common Stock issued and outstanding immediately prior to the Company Merger Effective Time was converted into the right to receive $5.30 in cash, without interest (the “Merger Consideration”), and (b) each share of Class B Common Stock issued and outstanding immediately prior to the Company Merger Effective Time was automatically canceled and ceased to exist, as further detailed below. At the effective time of the LLC Merger (the “LLC Merger Effective Time”), each of the Common Units and Class G Units of Company LLC (each, a “Company LLC Unit”) issued and outstanding immediately prior to the LLC Merger Effective Time and after the Company LLC Units Redemptions, other than (i) the Rollover Units, (ii) the Company LLC Units owned by Parent or its wholly owned subsidiaries and (iii) the Company LLC Units owned by the Company or any of its wholly owned subsidiaries, was automatically canceled and forfeited for no consideration.

Following the Rollover and immediately prior to and conditioned upon the LLC Merger Effective Time, the Company required each member of Company LLC (other than the Company and its wholly owned subsidiaries and Parent and its wholly owned subsidiaries) to effect a Redemption (as defined in the Fourth Amended and Restated Limited Liability Company Agreement of Company LLC, dated as of December 6, 2021, as amended (the “Company LLC Agreement”)) of all outstanding Common Units held by such member, other than the Rollover Units, together with, as applicable, a corresponding number of shares of Class B Common Stock, pursuant to which such Common Units and such shares of Class B Common Stock were exchanged for shares of Class A Common Stock in accordance with the Company LLC Agreement and the former holders of such Common Units and shares of Class B Common Stock received the Merger Consideration in accordance with the Merger Agreement (the “Company LLC Units Redemptions”).

Following the consummation of the Company LLC Units Redemptions and in accordance with the Amended and Restated Certificate of Incorporation of the Company, dated as of December 6, 2021, as amended (the “Company Charter”), immediately prior to the Closing, each share of Class G common stock, par value $0.00001 per share, of the Company (the “Class G Common Stock” and collectively with the Class A Common Stock and Class B Common Stock, the “Company Stock”) automatically converted into shares of Class A Common Stock at the Class G Strategic Transaction Ratio (as defined in the Company Charter) and the former holders of Class G Common Stock received the Merger Consideration in accordance with the Merger Agreement (the “Class G Conversions”). Immediately following the Class G Conversions and immediately prior to the Closing, Company LLC was deemed to have issued to the Company a number of Common Units equal to the number of shares of Class A Common Stock issued by the Company in connection with the Class G Conversions in accordance with Section 4.01(a) of the Company LLC Agreement (the “Issuance”).

At the Company Merger Effective Time, as a result of the Company Merger, (a) each Company RSU that was outstanding and vested, but not yet settled, as of immediately prior to the Company Merger Effective Time (each, a “Vested Company RSU”), and each Company PSU that was outstanding and vested, but not yet settled, as of immediately prior to the Company Merger Effective Time (each, a “Vested Company PSU”), was automatically canceled and converted into the right to receive an amount of cash equal to the Merger Consideration, (b) each award of Company RSUs, as of immediately prior to the Company Merger Effective Time, that was not a Vested Company RSU (an “Unvested Company RSU”) was automatically canceled and converted into the right to receive, for each share of Class A Common Stock underlying the award, an amount of cash equal to the Merger Consideration (the “RSU Cash Award”) which will, subject to the holder’s continued service, vest and become payable at the same time the corresponding portion of the award of the Unvested Company RSUs would have vested pursuant to its terms, (c) each Company PSU that, as of immediately prior to the Company Merger Effective Time, was not a Vested Company PSU (each, an “Unvested Company PSU”) and that was subject to one or more performance goals that are based on the trading price of the Class A Common Stock (each, a “Share Price Company PSU”) was automatically canceled without payment therefor, and (d) each award of Unvested Company PSUs (other than Share Price Company PSUs) that was outstanding as of immediately prior to the Company Merger Effective Time was automatically canceled and converted into the right to receive, for each share of Class A Common Stock underlying the award (with the number of shares calculated based on the attainment of target performance levels), an amount of cash equal to the Merger Consideration (each, a “PSU Cash Award”), which will, subject to the holder’s continued service, vest and become payable at the same time as the corresponding portion of the award of Unvested Company PSUs would have vested pursuant to its time-based vesting terms (including any accelerated vesting terms and conditions).

Further, at the Company Merger Effective Time, (i) each Company Option that was outstanding and unexercised as of immediately prior to the Company Merger Effective Time was automatically canceled and converted into the right to receive an amount in cash equal to the product of (a) the number of shares of Class A Common Stock subject to such Company Option as of immediately prior to the Company Merger Effective Time, multiplied by (b) the excess (if any) of the Merger Consideration over the per share exercise price of such Company Option. Each (i) Company Option that was outstanding and unexercised as of immediately prior to the Company Merger Effective Time with a per share exercise price equal to or greater than the Merger Consideration, and (ii) each Company SAR that was outstanding as of immediately prior to the Company Merger Effective Time, as of the Company Merger Effective Time, was canceled without payment therefor.

In connection with the completion of the Mergers, the Company (i) notified The Nasdaq Stock Market LLC (“Nasdaq”) of the consummation of the Mergers and (ii) requested that Nasdaq file with the SEC a Form 25 Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934 (the “Exchange Act”), to delist and deregister the Class A Common Stock under Section 12(b) of the Exchange Act. Upon effectiveness of the Form 25, the Company intends to file with the SEC a Form 15 Certification and Notice of Termination of Registration Under Section 12(g) of the Exchange Act or Suspension of Duty to File Reports Under Sections 13 and 15(d) of the Exchange Act to deregister the Common Stock under Section 12(g) of the Exchange Act and suspend the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act. Trading of the Common Stock on Nasdaq was halted prior to the opening of trading on the Closing Date.

The following exhibits are filed herewith:

After due inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

After due inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

After due inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

After due inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

After due inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

After due inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

After due inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

After due inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.