SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Breon Eric

(Last) (First) (Middle)
C/O VACASA, INC.
850 NW 13TH AVENUE

(Street)
PORTLAND OR 97209

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Vacasa, Inc. [ VCSA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/06/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 06/06/2022 M(1) 4,000,000 A $0 4,605,777 I Held through Mossytree Inc.(2)
Class A Common Stock 06/06/2022 S 414,902 D $4.0364(3) 4,190,875 I Held through Mossytree Inc.(2)
Class A Common Stock 06/07/2022 S 100,000 D $3.7556(4) 4,090,875 I Held through Mossytree Inc.(2)
Class A Common Stock 33,999 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Vacasa Holdings Units(1) (1) 06/06/2022 M(1) 4,000,000 (1) (1) Class A Common Stock 4,000,000 $0 61,117,990 I Held through Mossytree Inc.(2)
1. Name and Address of Reporting Person*
Breon Eric

(Last) (First) (Middle)
C/O VACASA, INC.
850 NW 13TH AVENUE

(Street)
PORTLAND OR 97209

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Mossytree Inc.

(Last) (First) (Middle)
264 NW MACLEAY BLVD.

(Street)
PORTLAND OR 97210

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. The term "Vacasa Holdings Units" is used herein to represent limited liability company units of Vacasa Holdings LLC and an equal number of paired shares of Class B common stock of the Issuer, which, pursuant to the limited liability company agreement of Vacasa Holdings LLC, are together redeemable by the holder on a one-for-one basis for, at the option of the Issuer (i) a share of Class A 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 the redemption of the units, the Issuer cancelled and retired for no consideration an equivalent number of shares of Class B common stock and Vacasa Holdings LLC registered the Issuer as the owner of the redeemed units. 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.
2. Eric Breon is the President of Mossytree Inc. As a result, Mr. Breon may be deemed to share beneficial ownership of the shares held directly by Mossytree Inc.
3. This transaction was executed in multiple trades at prices ranging from $4.00 to $4.23. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
4. This transaction was executed in multiple trades at prices ranging from $3.75 to $3.78. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
By: /s/ Lisa Jurinka, Attorney-in-Fact for Eric Breon 06/08/2022
By: /s/ Lisa Jurinka, Attorney-in-Fact for Mossytree Inc. 06/08/2022
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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