SC 13G/A 1 tm245942d1_sc13ga.htm SC 13G/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

 

(Amendment No.2)*

 

 

 

Vacasa, Inc.

(Name of Issuer)

 

Common Stock-Class A

(Title of Class of Securities)

 

91854V107

(CUSIP Number)

 

December 31, 2023

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

  ¨ Rule 13d-1(b)

 

  ¨ Rule 13d-1(c)

 

  x Rule 13d-1(d)

 

  * The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

CUSIP No.: 91854V107

 

1

NAMES OF REPORTING PERSONS

 

Adams Street Partners, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

(a) ¨

(b) ¨

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:		 5

SOLE VOTING POWER

 

938,225

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

938,225

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

938,225

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

7.53%

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IA

 

 

 

 

 

CUSIP No.: 91854V107

 

1

NAMES OF REPORTING PERSONS

 

Adams Street 2013 Direct Fund LP

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

(a) ¨

(b) ¨

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:		 5

SOLE VOTING POWER

 

92,178

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

92,178

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

92,178

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.74%

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

PN

 

 

 

 

CUSIP No.: 91854V107

 

1

NAMES OF REPORTING PERSONS

 

Adams Street 2014 Direct Fund LP

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

(a) ¨

(b) ¨

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:		 5

SOLE VOTING POWER

 

125,378

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

125,378

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

125,378

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

1.01%

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

PN

 

 

 

 

CUSIP No.: 91854V107

 

1

NAMES OF REPORTING PERSONS

 

Adams Street 2015 Direct Venture/Growth Fund LP

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

(a) ¨

(b) ¨

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:		 5

SOLE VOTING POWER

 

96,242

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

96,242

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

96,242

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.77%

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

PN

 

 

 

 

CUSIP No.: 91854V107

 

1

NAMES OF REPORTING PERSONS

 

Adams Street 2016 Direct Venture/Growth Fund LP

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

(a) ¨

(b) ¨

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:		 5

SOLE VOTING POWER

 

93,356

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

93,356

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

93,356

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.75%

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

PN

 

 

 

 

CUSIP No.: 91854V107

 

1

NAMES OF REPORTING PERSONS

 

Adams Street 2017 Direct Venture/Growth Fund LP

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

(a) ¨

(b) ¨

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:		 5

SOLE VOTING POWER

 

83,849

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

83,849

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

83,849

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.67%

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

PN

 

 

 

 

CUSIP No.: 91854V107

 

1

NAMES OF REPORTING PERSONS

 

Adams Street 2019 Direct Growth Equity Fund LP

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

(a) ¨

(b) ¨

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:		 5

SOLE VOTING POWER

 

11,793

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

11,793

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

11,793

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.09%

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

PN

 

 

 

 

CUSIP No.: 91854V107

 

1

NAMES OF REPORTING PERSONS

 

Adams Street 2020 Direct Growth Equity Fund LP

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

(a) ¨

(b) ¨

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:		 5

SOLE VOTING POWER

 

12,606

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

12,606

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

12,606

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.10%

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

PN

 

 

 

 

CUSIP No.: 91854V107

 

1

NAMES OF REPORTING PERSONS

 

Adams Street 2021 Direct Growth Equity Fund LP

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

(a) ¨

(b) ¨

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:		 5

SOLE VOTING POWER

 

13,826

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

13,826

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

13,826

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.11%

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

PN

 

 

 

 

CUSIP No.: 91854V107

 

1

NAMES OF REPORTING PERSONS

 

Adams Street 2022 Direct Growth Equity Fund LP

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

(a) ¨

(b) ¨

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:		 5

SOLE VOTING POWER

 

21,553

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

21,553

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

21,553

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.17%

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

PN

 

 

 

 

CUSIP No.: 91854V107

 

1

NAMES OF REPORTING PERSONS

 

Adams Street Venture/Growth Fund VI LP

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

(a) ¨
(b) ¨

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:		 5

SOLE VOTING POWER

 

335,392

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

335,392

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

335,392

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

2.69%

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

PN

 

 

 

 

CUSIP No.: 91854V107

 

1

NAMES OF REPORTING PERSONS

 

Adams Street Growth Equity Fund VII LP

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

(a) ¨
(b) ¨

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:		 5

SOLE VOTING POWER

 

52,052

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

52,052

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

52,052

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.42%

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

PN

 

 

 

Item 1(a) Name of issuer: Vacasa, Inc.

 

Item 1(b) Address of issuer’s principal executive offices:

 

850 NW 13th Avenue, Portland, OR 97209

 

2(a) Name of person filing:

 

  1. Adams Street 2013 Direct Fund LP
  2. Adams Street 2014 Direct Fund LP
  3. Adams Street 2015 Direct Venture/Growth Fund LP
  4. Adams Street 2016 Direct Venture/Growth Fund LP
  5. Adams Street 2017 Direct Venture/Growth Fund LP
  6. Adams Street 2019 Direct Growth Equity Fund LP
  7. Adams Street 2020 Direct Growth Equity Fund LP
  8. Adams Street 2021 Direct Growth Equity Fund LP
  9. Adams Street 2022 Direct Growth Equity Fund LP
  10. Adams Street Venture/Growth Fund VI LP
  11. Adams Street Growth Equity Fund VII LP
     

2(b) Address or principal business office or, if none, residence:

 

For all filing persons listed in 2(a) above: One North Wacker Drive, Suite 2700, Chicago, Illinois 60606

 

2(c) Citizenship:

 

  1. Adams Street 2013 Direct Fund LP: Delaware
  2. Adams Street 2014 Direct Fund LP: Delaware
  3. Adams Street 2015 Direct Venture/Growth Fund LP: Delaware
  4. Adams Street 2016 Direct Venture/Growth Fund LP: Delaware
  5. Adams Street 2017 Direct Venture/Growth Fund LP: Delaware
  6. Adams Street 2019 Direct Growth Equity Fund LP: Delaware
  7. Adams Street 2020 Direct Growth Equity Fund LP: Delaware
  8. Adams Street 2021 Direct Growth Equity Fund LP: Delaware
  9. Adams Street 2022 Direct Growth Equity Fund LP: Delaware
  10. Adams Street Venture/Growth Fund VI LP: Delaware
  11. Adams Street Growth Equity Fund VII LP: Delaware

 

2(d) Title of class of securities: Common Stock-Class A

 

2(e) CUSIP No.:  91854V107

 

Item 3. If this statement is filed pursuant to §§240.13d–1(b) or 240.13d–2(b) or (c), check whether the person filing is a:

 

NOT APPLICABLE

 

 

Item 4. Ownership 

 

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

  (a) Amount beneficially owned:

 

  1. Adams Street Partners, LLC:  938,225 (total number of shares of common stock of issuer held indirectly through the funds listed below)
  2. Adams Street 2013 Direct Fund LP: 92,178
  3. Adams Street 2014 Direct Fund LP: 125,378
  4. Adams Street 2015 Direct Venture/Growth Fund LP: 96,242
  5. Adams Street 2016 Direct Venture/Growth Fund LP: 93,356
  6. Adams Street 2017 Direct Venture/Growth Fund LP: 83,849
  7. Adams Street 2019 Direct Growth Equity Fund LP: 11,793
  8. Adams Street 2020 Direct Growth Equity Fund LP: 12,606
  9. Adams Street 2021 Direct Growth Equity Fund LP: 13,826
  10. Adams Street 2022 Direct Growth Equity Fund LP: 21,553
  11. Adams Street Venture/Growth Fund VI LP: 335,392
  12. Adams Street Growth Equity Fund VII LP: 52,052

 

  (b) Percent of class:

 

  1. Adams Street Partners, LLC: 7.53% (total number of shares of common stock of issuer held indirectly through the funds listed below)
  2. Adams Street 2013 Direct Fund LP: 0.74%
  3. Adams Street 2014 Direct Fund LP: 1.01%
  4. Adams Street 2015 Direct Venture/Growth Fund LP: 0.77%
  5. Adams Street 2016 Direct Venture/Growth Fund LP: 0.75%
  6. Adams Street 2017 Direct Venture/Growth Fund LP: 0.67%
  7. Adams Street 2019 Direct Growth Equity Fund LP: 0.09%
  8. Adams Street 2020 Direct Growth Equity Fund LP: 0.10%
  9. Adams Street 2021 Direct Growth Equity Fund LP: 0.11%
  10. Adams Street 2022 Direct Growth Equity Fund LP: 0.17%
  11. Adams Street Venture/Growth Fund VI LP: 2.69%
  12. Adams Street Growth Equity Fund VII LP: 0.42%

 

  (c) Number of shares as to which the person has:

 

  (i) Sole power to vote or to direct the vote:

 

  1. Adams Street Partners, LLC:  938,225 (total number of shares of common stock of issuer held indirectly through the funds listed below)
  2. Adams Street 2013 Direct Fund LP: 92,178
  3. Adams Street 2014 Direct Fund LP: 125,378
  4. Adams Street 2015 Direct Venture/Growth Fund LP: 96,242
  5. Adams Street 2016 Direct Venture/Growth Fund LP: 93,356
  6. Adams Street 2017 Direct Venture/Growth Fund LP: 83,849
  7. Adams Street 2019 Direct Growth Equity Fund LP: 11,793
  8. Adams Street 2020 Direct Growth Equity Fund LP: 12,606
  9. Adams Street 2021 Direct Growth Equity Fund LP: 13,826
  10. Adams Street 2022 Direct Growth Equity Fund LP: 21,553
  11. Adams Street Venture/Growth Fund VI LP: 335,392
  12. Adams Street Growth Equity Fund VII LP: 52,052

 

  (ii) Shared power to vote or to direct the vote: 0 (for all filing persons)

 

  (iii) Sole power to dispose or to direct the disposition of:

 

  1. Adams Street Partners, LLC:  938,225 (total number of shares of common stock of issuer held indirectly through the funds listed below)
  2. Adams Street 2013 Direct Fund LP: 92,178
  3. Adams Street 2014 Direct Fund LP: 125,378
  4. Adams Street 2015 Direct Venture/Growth Fund LP: 96,242
  5. Adams Street 2016 Direct Venture/Growth Fund LP: 93,356
  6. Adams Street 2017 Direct Venture/Growth Fund LP: 83,849
  7. Adams Street 2019 Direct Growth Equity Fund LP: 11,793
  8. Adams Street 2020 Direct Growth Equity Fund LP: 12,606
  9. Adams Street 2021 Direct Growth Equity Fund LP: 13,826
  10. Adams Street 2022 Direct Growth Equity Fund LP: 21,553
  11. Adams Street Venture/Growth Fund VI LP: 335,392
  12. Adams Street Growth Equity Fund VII LP: 52,052

 

  (iv) Shared power to dispose or to direct the disposition of: 0 (for all filing persons)

 

 

 

Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d–3(d)(1).

 

Item 5. Ownership of 5 Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ¨.

 

NOT APPLICABLE

 

Instruction. Dissolution of a group requires a response to this item.

 

Item 6. Ownership of More than 5 Percent on Behalf of Another Person. If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.

 

NOT APPLICABLE

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. If a parent holding company or control person has filed this schedule pursuant to Rule 13d–1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the

 

Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d–1(c) or Rule 13d–1(d), attach an exhibit stating the identification of the relevant subsidiary.

 

NOT APPLICABLE

 

Item 8. Identification and Classification of Members of the Group. If a group has filed this schedule pursuant to §240.13d–1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to Rule 13d–1(c) or Rule 13d–1(d), attach an exhibit stating the identity of each member of the group.

 

Adams Street 2013 Direct Fund LP (“AS 2013”) is the record owner of 92,178 shares of common stock of the Issuer. Adams Street 2014 Direct Fund LP (“AS 2014”) is the record owner of 125,378 shares of common stock of the Issuer. Adams Street 2015 Direct Venture/Growth Fund LP (“AS 2015”) is the record owner of 96,242 shares of common stock of the Issuer. Adams Street 2016 Direct Venture/Growth Fund LP (“AS 2016”) is the record owner of 93,356 shares of common stock of the Issuer. Adams Street 2017 Direct Venture/Growth Fund LP (“AS 2017”) is the record owner of 83,849 shares of common stock of the Issuer. Adams Street 2019 Direct Growth Equity Fund LP (“AS 2019”) is the record owner of 11,793 shares of common stock of the Issuer. Adams Street 2020 Direct Growth Equity Fund LP (“AS 2020”) is the record owner of 12,606 shares of common stock of the Issuer. Adams Street 2021 Direct Growth Equity Fund LP (“AS 2021”) is the record owner of 13,826 shares of common stock of the Issuer. Adams Street 2022 Direct Growth Equity Fund LP (“AS 2022”) is the record owner of 21,553 shares of common stock of the Issuer. Adams Street Venture/Growth Fund VI LP (“AS VG VI”) is the record owner of 335,392 shares of common stock of the Issuer. Adams Street Growth Equity Fund VII LP (“AS GE VII”) is the record owner of 52,052 shares of common stock of the Issuer. The shares of common stock owned by AS 2013, AS 2014, AS 2015, AS 2016, AS 2017, AS 2019, AS 2020, AS 2021, AS 2022, AS VG VI and AS GE VII (the “Shares”) may be deemed to be beneficially owned by Adams Street Partners, LLC, the managing member of the general partner of the general partner of each of AS 2013, AS 2014, AS 2015, AS 2016, AS 2017, AS 2019, AS 2020, AS 2021, AS 2022, AS VG VI and AS GE VII. Thomas S. Bremner, Jeffrey T. Diehl, Brian Dudley, Elisha P. Gould, Robin Murray and Fred Wang, each of whom is a partner of Adams Street Partners, LLC (or a subsidiary thereof), may be deemed to have shared voting and investment power over the Shares. Adams Street Partners, LLC and Thomas S. Bremner, Jeffrey T. Diehl, Brian Dudley, Elisha P. Gould, Robin Murray and Fred Wang disclaim beneficial ownership of the Shares except to the extent of their pecuniary interest therein.

 

Item 9. Notice of Dissolution of Group. Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.

 

NOT APPLICABLE

 

Item 10. Certifications

 

NOT APPLICABLE

 

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: February 14, 2024

 

  ADAMS STREET PARTNERS, LLC

 

     
  By:

/s/ Sara Robinson Dasse

  Name: Sara Robinson Dasse
  Title: Executive Vice President

 

  ADAMS STREET 2013 DIRECT FUND LP
   
  By: ASP 2013 Direct Management LP, its General Partner
  By: ASP 2013 Direct Management LLC, its General Partner
  By: Adams Street Partners, LLC, its Managing Member
     
  By:

/s/ Sara Robinson Dasse

  Name: Sara Robinson Dasse
  Title: Executive Vice President

 

  ADAMS STREET 2014 DIRECT FUND LP
   
  By: ASP 2014 Direct Management LP, its General Partner
  By: ASP 2014 Direct Management LLC, its General Partner
  By: Adams Street Partners, LLC, its Managing Member
     
  By:

/s/ Sara Robinson Dasse

  Name: Sara Robinson Dasse
  Title: Executive Vice President

 

  ADAMS STREET 2015 DIRECT VENTURE/GROWTH FUND LP
   
  By: ASP 2015 Direct Management LP, its General Partner
  By: ASP 2015 Direct Management LLC, its General Partner
  By: Adams Street Partners, LLC, its Managing Member
     
  By:

/s/ Sara Robinson Dasse

  Name: Sara Robinson Dasse
  Title: Executive Vice President

 

  ADAMS STREET 2016 DIRECT VENTURE/GROWTH FUND LP
   
  By: ASP 2016 Direct Management LP, its General Partner
  By: ASP 2016 Direct Management LLC, its General Partner
  By: Adams Street Partners, LLC, its Managing Member
     
  By:

/s/ Sara Robinson Dasse

  Name: Sara Robinson Dasse
  Title: Executive Vice President

 

  ADAMS STREET 2017 DIRECT VENTURE/GROWTH FUND LP
   
  By: ASP 2017 Direct Management LP, its General Partner
  By: ASP 2017 Direct Management LLC, its General Partner
  By: Adams Street Partners, LLC, its Managing Member
     
  By:

/s/ Sara Robinson Dasse

  Name: Sara Robinson Dasse

  Title: Executive Vice President

 

 

 

  ADAMS STREET 2019 DIRECT GROWTH EQUITY FUND LP
   
  By: ASP 2019 Direct Management LP, its General Partner
  By: ASP 2019 Direct Management LLC, its General Partner
  By: Adams Street Partners, LLC, its Managing Member
     
  By: /s/ Sara Robinson Dasse
  Name: Sara Robinson Dasse
  Title: Executive Vice President

 

  ADAMS STREET 2020 DIRECT GROWTH EQUITY FUND LP
   
  By: ASP 2020 Direct Management LP, its General Partner
  By: ASP 2020 Direct Management LLC, its General Partner
  By: Adams Street Partners, LLC, its Managing Member
     
  By: /s/ Sara Robinson Dasse
  Name: Sara Robinson Dasse
  Title: Executive Vice President

 

  ADAMS STREET 2021 DIRECT GROWTH EQUITY FUND LP
   
  By: ASP 2021 Direct Management LP, its General Partner
  By: ASP 2021 Direct Management LLC, its General Partner
  By: Adams Street Partners, LLC, its Managing Member
     
  By: /s/ Sara Robinson Dasse
  Name: Sara Robinson Dasse
  Title: Executive Vice President

 

  ADAMS STREET 2022 DIRECT GROWTH EQUITY FUND LP
   
  By: ASP 2022 Direct Management LP, its General Partner
  By: ASP 2022 Direct Management LLC, its General Partner
  By: Adams Street Partners, LLC, its Managing Member
     
  By: /s/ Sara Robinson Dasse
  Name: Sara Robinson Dasse
  Title: Executive Vice President

 

  ADAMS STREET VENTURE/GROWTH FUND VI LP
   
  By: ASP VG Management VI LP, its General Partner
  By: ASP VG Management VI LLC, its General Partner
  By: Adams Street Partners, LLC, its Managing Member
     
  By: /s/ Sara Robinson Dasse
  Name: Sara Robinson Dasse
  Title: Executive Vice President

 

  ADAMS STREET GROWTH EQUITY FUND VII LP
   
  By: ASP VG Management VII LP, its General Partner
  By: ASP VG Management VII LP, its General Partner
  By: Adams Street Partners, LLC, its Managing Member
     
  By: /s/ Sara Robinson Dasse
  Name: Sara Robinson Dasse
  Title: Executive Vice President

 

 

 

EXHIBIT 1

 

AGREEMENT TO MAKE A JOINT FILING

 

The undersigned hereby agree that this Schedule 13G is filed by and on behalf of each of them.

 

Date: February 14, 2024

 

  ADAMS STREET PARTNERS, LLC

     
  By:

/s/ Sara Robinson Dasse

  Name: Sara Robinson Dasse
  Title: Executive Vice President

 

  ADAMS STREET 2013 DIRECT FUND LP
   
  By: ASP 2013 Direct Management LP, its General Partner
  By: ASP 2013 Direct Management LLC, its General Partner
  By: Adams Street Partners, LLC, its Managing Member
     
  By:

/s/ Sara Robinson Dasse

  Name: Sara Robinson Dasse
  Title: Executive Vice President

 

  ADAMS STREET 2014 DIRECT FUND LP
   
  By: ASP 2014 Direct Management LP, its General Partner
  By: ASP 2014 Direct Management LLC, its General Partner
  By: Adams Street Partners, LLC, its Managing Member
     
  By:

/s/ Sara Robinson Dasse

  Name: Sara Robinson Dasse
  Title: Executive Vice President

 

  ADAMS STREET 2015 DIRECT VENTURE/GROWTH FUND LP
   
  By: ASP 2015 Direct Management LP, its General Partner
  By: ASP 2015 Direct Management LLC, its General Partner
  By: Adams Street Partners, LLC, its Managing Member
     
  By:

/s/ Sara Robinson Dasse

  Name: Sara Robinson Dasse
  Title: Executive Vice President

 

  ADAMS STREET 2016 DIRECT VENTURE/GROWTH FUND LP
   
  By: ASP 2016 Direct Management LP, its General Partner
  By: ASP 2016 Direct Management LLC, its General Partner
  By: Adams Street Partners, LLC, its Managing Member
     
  By:

/s/ Sara Robinson Dasse

  Name: Sara Robinson Dasse
  Title: Executive Vice President

 

  ADAMS STREET 2017 DIRECT VENTURE/GROWTH FUND LP
   
  By: ASP 2017 Direct Management LP, its General Partner
  By: ASP 2017 Direct Management LLC, its General Partner
  By: Adams Street Partners, LLC, its Managing Member
     
  By:

/s/ Sara Robinson Dasse

  Name: Sara Robinson Dasse

  Title: Executive Vice President

 

 

 

  ADAMS STREET 2019 DIRECT GROWTH EQUITY FUND LP
   
  By: ASP 2019 Direct Management LP, its General Partner
  By: ASP 2019 Direct Management LLC, its General Partner
  By: Adams Street Partners, LLC, its Managing Member
     
  By: /s/ Sara Robinson Dasse
  Name: Sara Robinson Dasse
  Title: Executive Vice President

 

  ADAMS STREET 2020 DIRECT GROWTH EQUITY FUND LP
   
  By: ASP 2020 Direct Management LP, its General Partner
  By: ASP 2020 Direct Management LLC, its General Partner
  By: Adams Street Partners, LLC, its Managing Member
     
  By: /s/ Sara Robinson Dasse
  Name: Sara Robinson Dasse
  Title: Executive Vice President

 

  ADAMS STREET 2021 DIRECT GROWTH EQUITY FUND LP
   
  By: ASP 2021 Direct Management LP, its General Partner
  By: ASP 2021 Direct Management LLC, its General Partner
  By: Adams Street Partners, LLC, its Managing Member
     
  By: /s/ Sara Robinson Dasse
  Name: Sara Robinson Dasse
  Title: Executive Vice President

 

  ADAMS STREET 2022 DIRECT GROWTH EQUITY FUND LP
   
  By: ASP 2022 Direct Management LP, its General Partner
  By: ASP 2022 Direct Management LLC, its General Partner
  By: Adams Street Partners, LLC, its Managing Member
     
  By: /s/ Sara Robinson Dasse
  Name: Sara Robinson Dasse
  Title: Executive Vice President

 

  ADAMS STREET VENTURE/GROWTH FUND VI LP
   
  By: ASP VG Management VI LP, its General Partner
  By: ASP VG Management VI LLC, its General Partner
  By: Adams Street Partners, LLC, its Managing Member
     
  By: /s/ Sara Robinson Dasse
  Name: Sara Robinson Dasse
  Title: Executive Vice President

 

  ADAMS STREET GROWTH EQUITY FUND VII LP
   
  By: ASP VG Management VII LP, its General Partner
  By: ASP VG Management VII LP, its General Partner
  By: Adams Street Partners, LLC, its Managing Member
     
  By: /s/ Sara Robinson Dasse
  Name: Sara Robinson Dasse
  Title: Executive Vice President