Sec Form 3/A Filing - Riverwood Capital Partners II (Parallel-B) L.P. @ Vacasa, Inc. - 2021-12-07

FORM 3/A 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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Riverwood Capital Partners II (Parallel-B) L.P. 2. Issuer Name and Ticker or Trading Symbol Vacasa, Inc. [ VCSA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 70 WILLOW ROAD, SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 12/07/2021 (Street) MENLO PARK, CA94025 4. If Amendment, Date Original Filed (MM/DD/YY) 12/07/2021 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 16,502,075 I Held through RW Industrious Blocker L.P.( 1 ) Class A Common Stock 695,685 I Held through RCP III (A) Blocker Feeder L.P.( 2 ) Class A Common Stock 5,556,670 I Held through RCP III Blocker Feeder L.P.( 2 ) Class A Common Stock 135,751 I Held through RW Vacasa AIV L.P.( 1 ) Class A Common Stock 75,320 I Held through Riverwood Capital Partners II (Parallel-B) L.P.( 1 ) Class A Common Stock 43,998 I Held through RCP III Vacasa AIV L.P.( 2 ) Class A Common Stock 13,384 I Held through RCP III (A) Vacasa AIV L.P.( 2 ) Class A Common Stock 32,995 I Held through Riverwood Capital Partners III (Parallel-B) L.P.( 2 )

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 Units of Vacasa Holdings, LLC( 3 ) ( 3 ) ( 3 ) ( 3 ) Class A Common Stock 14,592,445 I Held through RW Vacasa AIV L.P.( 1 ) Units of Vacasa Holdings, LLC( 3 ) ( 3 ) ( 3 ) ( 3 ) Class A Common Stock 8,096,506 I Held through Riverwood Capital Partners II (Parallel-B) L.P.( 1 ) Units of Vacasa Holdings, LLC( 3 ) ( 3 ) ( 3 ) ( 3 ) Class A Common Stock 4,729,635 I Held through RCP III Vacasa AIV L.P.( 2 ) Units of Vacasa Holdings, LLC( 3 ) ( 3 ) ( 3 ) ( 3 ) Class A Common Stock 1,438,769 I Held through RCP III (A) Vacasa AIV L.P.( 2 ) Units of Vacasa Holdings, LLC( 3 ) ( 3 ) ( 3 ) ( 3 ) Class A Common Stock 3,546,736 I Held through Riverwood Capital Partners III (Parallel-B) L.P.( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Riverwood Capital Partners II (Parallel-B) L.P. 70 WILLOW ROAD, SUITE 100 MENLO PARK, CA94025 X Riverwood Capital Partners III (Parallel - B) L.P. 70 WILLOW ROAD, SUITE 100 MENLO PARK, CA94025 X RCP III (A) Vacasa AIV L.P. 70 WILLOW ROAD, SUITE 100 MENLO PARK, CA94025 X Signatures 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. 02/14/2022 Signature of Reporting Person Date 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. 02/14/2022 Signature of Reporting Person Date 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 . 02/14/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )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. ( 3 )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.

Remarks: 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.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.