Sec Form 3 Filing - Terrill Chris @ Vacasa, Inc. - 2021-12-07

Insider filing report for Changes in Beneficial Ownership
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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
Terrill Chris
2. Issuer Name and Ticker or Trading Symbol
Vacasa, Inc. [ VCSA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O VACASA, INC., 850 NW 13TH AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
12/07/2021
(Street)
PORTLAND, OR97209
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
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 Employee Holdings LLC Interests ( 1 ) ( 1 ) ( 1 ) Vacasa Holdings Units( 2 ) 163,177 D
Vacasa Holdings Units( 2 ) ( 2 ) ( 2 ) ( 2 ) Class A Common Stock 344,386 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Terrill Chris
C/O VACASA, INC., 850 NW 13TH AVENUE
PORTLAND, OR97209
X
Signatures
By: /s/ Jamie Cohen, Attorney-in-Fact 12/07/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Vacasa Employee Holdings LLC Interests are convertible at the option of the holder for Vacasa Holdings Units on a 1-for-1 basis, subject to applicable vesting conditions.
( 2 )The term "Vacasa Holdings Units" 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 1-for-1 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:
Exhibit 24 - Power of Attorney.

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