Sec Form 3 Filing - Level Equity Associates, LLC @ Vacasa, Inc. - 2021-12-07

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Level Equity Associates, LLC 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) (Last) (First) (Middle) 140 EAST 45TH STREET, 42ND FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 12/07/2021 (Street) NEW YORK, NY10017 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 6,524,729( 1 ) I See note( 2 )( 3 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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( 4 ) ( 4 ) ( 4 ) ( 4 ) Class A Common Stock 33,560,727( 1 ) I See note( 2 )( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Level Equity Associates, LLC 140 EAST 45TH STREET, 42ND FLOOR NEW YORK, NY10017 X X Level Equity Associates II, LLC 140 EAST 45TH STREET, 42ND FLOOR NEW YORK, NY10017 X X Level Equity Associates IV, LLC 140 EAST 45TH STREET, 42ND FLOOR NEW YORK, NY10017 X X Level Equity Management, LLC 140 EAST 45TH STREET, 42ND FLOOR NEW YORK, NY10017 X X McCulloch George 140 EAST 45TH STREET, 42ND FLOOR NEW YORK, NY10017 X X Signatures Level Equity Associates, LLC By: /s/ Nathan Linn, Chief Operating Officer 12/07/2021 Signature of Reporting Person Date Level Equity Associates II, LLC By: /s/ Nathan Linn, Chief Operating Officer 12/07/2021 Signature of Reporting Person Date Level Equity Associates IV, LLC By: /s/ Nathan Linn, Chief Operating Officer 12/07/2021 Signature of Reporting Person Date Level Equity Management, LLC By: /s/ Nathan Linn, Chief Operating Officer 12/07/2021 Signature of Reporting Person Date /s/ George McCulloch 12/07/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The non-derivative securities and derivative securities reported herein consist of (i) 901,795 shares of Class A Common Stock and 6,522,894 Vacasa Holdings Units held by Level Equity Opportunities Fund 2015, L.P., (ii) 868,798 shares of Class A Common Stock and 5,430,421 Vacasa Holdings Units held by Level Equity Opportunities Fund 2018, L.P., (iii) 4,553,127 shares of Class A Common Stock held by LEGP II AIV(B), L.P., (iv) 43,661 shares of Class A Common Stock and 4,693,350 Vacasa Holdings Units held by LEGP I VCS, LLC, (v) 113,911 shares of Class A Common Stock and 12,244,835 Vacasa Holdings Units held by LEGP II VCS, LLC, and (vi) 43,437 shares of Class A Common Stock and 4,669,227 Vacasa Holdings Units held by Level Equity -VCS Investors, LLC (i) to (vi) collectively, the "LE Stockholders"). ( 2 )The general partner of each of Level Equity Opportunities Fund 2015, L.P. and LEGP II AIV(B), L.P. is Level Equity Partners II (GP), L.P. The general partner of Level Equity Partners II (GP), L.P. is Level Equity Associates II, LLC. The general partner of Level Equity Opportunities Fund 2018, L.P. is Level Equity Partners IV (GP), L.P. The general partner of Level Equity Partners IV (GP), L.P. is Level Equity Associates IV, LLC. The sole member of LEGP I VCS, LLC is Level Equity Growth Partners I, L.P. The general partner of Level Equity Growth Partners I, L.P. is Level Equity Partners (GP), LLC. The managing member of Level Equity Partners (GP), LLC is Level Equity Professionals, L.P. The general partner of Level Equity Professionals, L.P. is Level Equity Associates, LLC. The sole member of LEGP II VCS, LLC is LEGP II AIV(NB), L.P. ( 3 )(continued form footnote 2) The general partner of Level Equity Partners II (GP), L.P. is Level Equity Associates II, LLC. The sole manager of Level Equity - VCS Investors, LLC is Level Equity Management, LLC. The managing members of each of Level Equity Associates, LLC, Level Equity Associates II, LLC, Level Equity Associates IV, LLC and Level Equity Management, LLC are Benjamin Levin and George McCulloch. Each Reporting Person disclaims Section 16 beneficial ownership of the securities held by the LE Stockholders, except to the extent of its or his pecuniary interest therein, if any, and this report shall not be deemed to be an admission that it or he has beneficial ownership of such securities for Section 16 or any other purpose. ( 4 )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 redemption, the Issuer will cancel and retire for no consideration the redeemed shares of Class B Common Stock and Vacasa Holdings LLC will register 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.

Remarks: (a) Benjamin Levin, who is one of the two managing members of each of Level Equity Associates, LLC, Level Equity Associates II, LLC, Level Equity Associates IV, LLC and Level Equity Management, LLC, is a member of the Issuer's Board of Directors (the "Board"). Mr. Levin has been deputized to represent the Reporting Persons on the Board. By virtue of this representation, for purposes of Section 16 of the Securities Exchange Act of 1934, each of the Reporting Persons may be deemed directors by deputization of the Issuer. Mr. Levin has filed a separate Section 16 report disclosing securities of the Issuer that he may be deemed to beneficially own for Section 16 purposes.

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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