Sec Form 4 Filing - Levin Benjamin @ Vacasa, Inc. - 2025-04-30

FORM 4 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 Levin Benjamin 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) 04/30/2025 (Street) NEW YORK, NY10017 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 04/30/2025 J( 1 )( 2 )( 3 ) 1,668,662 D 0 I See note ( 4 ) ( 5 ) ( 6 ) Class A Common Stock 04/30/2025 J( 1 )( 7 ) 30,380 ( 8 ) D 0 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 (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 ( 9 ) ( 9 ) 04/30/2025 J( 1 )( 2 )( 3 ) 335,605 ( 9 ) ( 9 ) Class A Common Stock 335,605 ( 1 ) ( 2 ) ( 3 ) 0 I See note ( 10 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Levin Benjamin 140 EAST 45TH STREET, 42ND FLOOR NEW YORK, NY10017 X X Signatures /s/ Benjamin Levin 05/02/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On April 30, 2025, pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement") dated as of December 30, 2024, as amended, by and among the Issuer, Vacasa Holdings LLC, a Delaware limited liability company and wholly owned subsidiary of the Issuer, Casago Holdings, LLC, a Delaware limited liability company ("Parent"), Vista Merger Sub II Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Company Merger Sub"), and Vista Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent ("LLC Merger Sub"), LLC Merger Sub merged with and into Vacasa Holdings LLC (the "LLC Merger"), with Vacasa Holdings LLC surviving the LLC Merger as a wholly owned subsidiary of Parent, and Company Merger Sub merged with and into the Issuer (the "Company Merger" and together with the LLC Merger, the "Mergers"), with the Issuer surviving the Company Merger. ( 2 )Immediately prior to the effectiveness of the Mergers, as part of Level Equity's internal restructuring, (i) Level Equity Opportunities Fund 2015, L.P. contributed 67,973 shares of Class A Common Stock to its wholly owned subsidiary LEOF 2015 Blocker (CSG), Inc., (ii) Level Equity Opportunities Fund 2018, L.P. contributed 40,913 shares of Class A Common Stock to its wholly owned subsidiary LEOF 2018 Blocker (CSG), Inc., and (iii) LEGP II AIV(B), L.P. contributed 227,656 shares of Class A Common Stock to its wholly owned subsidiary LEGP II Blocker (CSG), Inc. On April 30, 2025, pursuant to the Merger Agreement, as amended, and that certain Support Agreement (the "Support Agreement") dated as of December 30, 2024, by and among the Issuer, Parent and the LE Stockholders (as defined below), ( 3 )(Continued from footnote 2) all of the shares of the Issuer's stock and Vacasa Holdings Units (as defined below) beneficially owned by the LE Stockholders were contributed by the LE Stockholders to Parent in exchange for certain equity interests of Parent based on the value of $5.30 per share of Class A Common Stock/Vacasa Holdings Units. ( 4 )Consists of (i) 238,032 shares of Class A Common Stock held by Level Equity Opportunities Fund 2015, L.P., (ii) 67,973 shares of Class A Common Stock held by LEOF 2015 Blocker (CSG), Inc., (iii) 219,743 shares of Class A Common Stock held by Level Equity Opportunities Fund 2018, L.P., (iv) 40,913 shares of Class A Common Stock held by LEOF 2018 Blocker (CSG), Inc., (v) 227,656 shares of Class A Common Stock held by LEGP II Blocker (CSG), Inc., (vi) 189,917 shares of Class A Common Stock held by LEGP I VCS, LLC, (vii) 495,488 shares of Class A Common Stock held by LEGP II VCS, LLC, and (viii) 188,940 shares of Class A Common Stock held by Level Equity - VCS Investors, LLC ((i) to (viii) collectively, the "LE Stockholders"). ( 5 )The sole shareholder of LEOF 2015 Blocker (CSG), Inc., LEOF 2018 Blocker (CSG), Inc. and LEGP II Blocker (CSG), Inc. is Level Equity Opportunities Fund 2015, L.P. , Level Equity Opportunities Fund 2018, L.P. and LEGP II AIV(B), L.P., respectively. 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. ( 6 )(Continued from footnote 5) 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. The general partner of LEGP II AIV(NB), 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 sole manager of Level Equity - VCS Investors, LLC is Level Equity Management, LLC. The sole managing member of each of Level Equity Associates, LLC, Level Equity Associates II, LLC, Level Equity Associates IV, LLC and Level Equity Management, LLC is Benjamin Levin. The Reporting Person disclaims Section 16 beneficial ownership of the securities held by the LE Stockholders, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed to be an admission that he has beneficial ownership of such securities for Section 16 or any other purpose. ( 7 )Pursuant to the Merger Agreement, as the result of the Mergers, (i) each share of Class A Common Stock directly held by the Reporting Person was canceled and converted into the right to receive $5.30 in cash, without interest, and (ii) each unvested restricted stock unit held by the Reporting Person was canceled and converted into the right to receive $5.30 in cash, without interest, for each share underlying such restricted stock unit. ( 8 )Represents (i) 10,246 shares of Class A Common Stock and (ii) 20,134 unvested restricted stock unis, each of which represents a contingent right to receive one share of the Issuer's Class A Common Stock. ( 9 )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. ( 10 )Consists of (i) 65,228 Vacasa Holdings Units and an equivalent number of shares of Class B Common Stock held by Level Equity Opportunities Fund 2015, L.P., 54,304 Vacasa Holdings Units and an equivalent number of shares of Class B Common Stock held by Level Equity Opportunities Fund 2018, L.P., 46,933 Vacasa Holdings Units and an equivalent number of shares of Class B Common Stock held by LEGP I VCS, LLC, 122,448 Vacasa Holdings Units and an equivalent number of shares of Class B Common Stock held by LEGP II VCS, LLC, and 46,692 Vacasa Holdings Units and an equivalent number of shares of Class B Common Stock held by Level Equity - VCS Investors, LLC.

Remarks: (a) The Reporting Person ceased to be a member of the Issuer's Board of Directors upon the effectiveness of the Mergers.

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).

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