Sec Form 3 Filing - TPG Pace Solutions Sponsor, Series 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

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 TPG Pace Solutions Sponsor, Series LLC 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) C/O TPG GLOBAL, LLC, 301 COMMERCE STREET, SUITE 3300 3. Date of Earliest Transaction (MM/DD/YY) 12/07/2021 (Street) FORT WORTH, TX76102 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 5,466,504 I See Explanation of Responses( 1 )( 2 )( 3 )( 5 )( 6 )

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 Class G Common Stock ( 4 ) ( 4 ) ( 4 ) Class A Common Stock 6,333,333 I See Explanation of Responses( 1 )( 4 )( 5 )( 6 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other TPG Pace Solutions Sponsor, Series LLC C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH, TX76102 X TPG Group Holdings (SBS) Advisors, Inc. C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH, TX76102 X BONDERMAN DAVID C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH, TX76102 X COULTER JAMES G C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH, TX76102 X Peterson Karl Mr. C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH, TX76102 X Signatures /s/ Michael LaGatta, Vice President, TPG Pace Solutions Sponsor, Series LLC (7) 12/07/2021 Signature of Reporting Person Date /s/ Bradford Berenson, General Counsel, TPG Group Holdings (SBS) Advisors, Inc. (7) 12/07/2021 Signature of Reporting Person Date /s/ Gerald Neugebauer on behalf of David Bonderman (7)(8) 12/07/2021 Signature of Reporting Person Date /s/ Gerald Neugebauer on behalf of James G. Coulter (7)(8) 12/07/2021 Signature of Reporting Person Date /s/ Michael LaGatta on behalf of Karl Peterson (7)(9) 12/07/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )TPG Pace Solutions Sponsor, Series LLC ("TPG Pace Solutions Sponsor") holds an aggregate of (i) 3,801,845 shares of Class A Common Stock, par value $0.00001 per share ("Class A Shares"), of Vacasa, Inc. (the "Issuer") and (ii) 6,333,333 shares of Class G Common Stock, par value $0.00001 per share ("Class G Shares"), of the Issuer. The managing member of TPG Pace Solutions Sponsor is TPG Pace Governance, LLC, which is controlled by David Bonderman, James G. Coulter and Karl Peterson. ( 2 )TPG Holdings III, L.P. holds an aggregate of 474,000 Class A Shares. The general partner of TPG Holdings III, L.P. is TPG Holdings III-A, L.P., whose general partner is TPG Holdings III-A, Inc., whose sole shareholder is TPG Group Holdings (SBS), L.P., whose general partner is TPG Group Holdings (SBS) Advisors, LLC, whose sole member is TPG Group Holdings (SBS) Advisors, Inc. ("Group Advisors"), whose controlling shareholders are David Bonderman and James G. Coulter (collectively with Group Advisors, TPG Pace Solutions Sponsor and Mr. Peterson, the "Reporting Persons"). ( 3 )Excluding Class A Shares and Class G Shares directly held by TPG Pace Solutions Sponsor and TPG Holdings III, L.P., Mr. Coulter holds directly or indirectly 100,000 Class A Shares, and Mr. Peterson holds directly or indirectly 1,090,659 Class A Shares. ( 4 )Pursuant to the Issuer's Amended and Restated Certificate of Incorporation, the Class G Shares will automatically convert into Class A Shares only to the extent the trading price of the Class A Shares exceeds certain thresholds or in the event of a change of control transaction, in each case subject to adjustment. Any Class G Shares that remain issued and outstanding on December 6, 2031 will automatically be transferred to the Issuer for no consideration and will be retired. ( 5 )Because of the relationship among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of TPG Pace Solutions Sponsor or TPG Holdings III, L.P., as the case may be. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any. ( 6 )Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

Remarks: 7. The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act. 8.Gerald Neugebauer is signing on behalf of both Messrs. Bonderman and Coulter pursuant to authorization and designation letters dated February 26, 2020, which were previously filed with the Securities and Exchange Commission (the "Commission"). 9. Michael LaGatta is signing on behalf of Mr. Peterson pursuant to an authorization and designation letter dated March 30, 2020, which was previously filed with the Commission.

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.