X0206 3/A 2021-12-07 2021-12-07 0 0001874944 Vacasa, Inc. VCSA 0001596118 Riverwood Capital Partners II (Parallel-B) L.P. 70 WILLOW ROAD, SUITE 100 MENLO PARK CA 94025 0 0 1 0 0001746848 Riverwood Capital Partners III (Parallel - B) L.P. 70 WILLOW ROAD, SUITE 100 MENLO PARK CA 94025 0 0 1 0 0001899520 RCP III (A) Vacasa AIV L.P. 70 WILLOW ROAD, SUITE 100 MENLO PARK CA 94025 0 0 1 0 Class A Common Stock 16502075 I Held through RW Industrious Blocker L.P. Class A Common Stock 695685 I Held through RCP III (A) Blocker Feeder L.P. Class A Common Stock 5556670 I Held through RCP III Blocker Feeder L.P. Class A Common Stock 135751 I Held through RW Vacasa AIV L.P. Class A Common Stock 75320 I Held through Riverwood Capital Partners II (Parallel-B) L.P. Class A Common Stock 43998 I Held through RCP III Vacasa AIV L.P. Class A Common Stock 13384 I Held through RCP III (A) Vacasa AIV L.P. Class A Common Stock 32995 I Held through Riverwood Capital Partners III (Parallel-B) L.P. Units of Vacasa Holdings, LLC Class A Common Stock 14592445 I Held through RW Vacasa AIV L.P. Units of Vacasa Holdings, LLC Class A Common Stock 8096506 I Held through Riverwood Capital Partners II (Parallel-B) L.P. Units of Vacasa Holdings, LLC Class A Common Stock 4729635 I Held through RCP III Vacasa AIV L.P. Units of Vacasa Holdings, LLC Class A Common Stock 1438769 I Held through RCP III (A) Vacasa AIV L.P. Units of Vacasa Holdings, LLC Class A Common Stock 3546736 I Held through Riverwood Capital Partners III (Parallel-B) L.P. The general partner of RW Vacasa AIV L.P., Riverwood Capital Partners II (Parallel-B) L.P. and RW Industrious Blocker L.P. is Riverwood Capital II L.P. The general partner of Riverwood Capital II L.P. is Riverwood Capital GP II Ltd. Riverwood Capital II L.P. and Riverwood Capital GP II Ltd. may be deemed to beneficially own the securities directly held by RW Vacasa AIV L.P., Riverwood Capital Partners II (Parallel-B) L.P., and RW Industrious Blocker L.P. The general partner of RCP III Vacasa AIV L.P., RCP III (A) Vacasa AIV L.P., Riverwood Capital Partners III (Parallel-B) L.P., RCP III Blocker Feeder L.P. and RCP III (A) Blocker Feeder L.P. is Riverwood Capital III L.P. The general partner of Riverwood Capital III L.P. is Riverwood Capital GP III Ltd. Riverwood Capital III L.P. and Riverwood Capital GP III Ltd. may be deemed to beneficially own the securities directly held by RCP III Vacasa AIV L.P., RCP III (A) Vacasa AIV L.P., Riverwood Capital Partners III (Parallel-B) L.P., RCP III Blocker Feeder L.P. and RCP III (A) Blocker Feeder L.P. Units of Vacasa Holdings, LLC 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 exchangeable 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. 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. This Form 3 amendment is being filed to correct the number of shares of Class A Common Stock and Units of Vacasa Holdings, LLC beneficially owned by the Reporting Persons. This Form 3 amendment is also being filed to include certain beneficial owners previously not included in the original Form 3 as Reporting Persons. Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 3 amendment. Jeffrey T. Parks is a member of the board of directors of the Issuer and a member of the investment committees of Riverwood Capital II L.P. and Riverwood Capital III L.P. and a shareholder of Riverwood Capital GP II Ltd. and Riverwood Capital GP III Ltd. The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act. This filing shall not be deemed an admission that the Reporting Persons are beneficial owners of all securities covered by this filing for purposes of Section 16 of the Exchange Act or otherwise, and each Reporting Person disclaims beneficial ownership of these securities, except to the extent of such Reporting Person's pecuniary interest therein, if any. By: /s/ Jeffrey T. Parks, Director of Riverwood Capital GP III Ltd., general partner of Riverwood Capital III L.P., general partner of RCP III (A) Vacasa AIV L.P. 2022-02-14 By: /s/ Jeffrey T. Parks, Director of Riverwood Capital GP II Ltd., general partner of Riverwood Capital II L.P., general partner of Riverwood Capital Partners II (Parallel-B) L.P. 2022-02-14 By: /s/ Jeffrey T. Parks, Director of Riverwood Capital GP III Ltd., general partner of Riverwood Capital III L.P., general partner of Riverwood Capital Partners III (Parallel-B) L.P. 2022-02-14