UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b),
(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. _)*
Vacasa, Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
91854V 10 7
(CUSIP Number)
December 6, 2021
(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) | |
| x | Rule 13d-1(c) | |
| ¨ | 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. 91854V 10 7 | Page 2 of 33 |
| 1. |
Name of Reporting Persons
Altos Hybrid, L.P. |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x (1) |
| 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
4,192,210 (2) |
| 6. |
Shared Voting Power
0 | |
| 7. |
Sole Dispositive Power
4,192,210 (2) | |
| 8. |
Shared Dispositive Power
0 |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
4,192,210 (2) |
| 10. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
| 11. |
Percent of Class Represented by Amount in Row (11)
2.0% (3) |
| 12. |
Type of Reporting Person (See Instructions)
PN |
(1) This Schedule 13G is filed by Altos Hybrid, L.P. (“Hybrid”), Altos Hybrid BF, LLC (“Hybrid BF”), Altos Hybrid BL, LLC (“Hybrid BL”), Altos Hybrid D, LLC (“Hybrid D”), Altos Hybrid G, LLC (“Hybrid G”), Altos Hybrid I, LLC (“Hybrid I” and, together with Hybrid, Hybrid BF, Hybrid BL and Hybrid D, Hybrid G, the “Hybrid Funds”), Altos Hybrid 2, L.P. (“Hybrid 2”), Altos Hybrid 2 BF, LLC, Altos Hybrid 2 BL, LLC (“Hybrid 2 BL”), Altos Hybrid 2 N, LLC (“Hybrid 2 N”), Altos Hybrid 2 P-FIO, LLC (“Hybrid 2 P-FIO”), Altos Hybrid 2 P-M, LLC (“Hybrid 2 P-M”), Altos Hybrid 2 P-MSF, LLC (“Hybrid 2 P-MSF”), Altos Hybrid 2 V, LLC (“Hybrid 2 V” an, together with Hybrid 2, Hybrid 2 BF, Hybrid 2 BL, Hybrid 2 N, Hybrid 2 P-FIO, Hybrid 2 P-M and Hybrid 2 P-MSF, the “Hybrid 2 Funds”), Altos Hybrid 3, L.P. (“Hybrid 3”), Altos Hybrid 3 B, LLC (“Hybrid 3 B”), Altos Hybrid 3 GS, LLC (“Hybrid 3 GS”), Altos Hybrid 3 I, LLC (“Hybrid 3 I”), Altos Hybrid 3 M, LLC (“Hybrid 3 M”), Altos Hybrid 3 T, LLC (“Hybrid 3 T” and, together with Hybrid 3, Hybrid 3 B, Hybrid 3 GS, Hybrid 3 I and Hybrid 3 M, the “Hybrid 3 Funds”), Altos Hybrid GP, LLC (“Hybrid GP”), Altos Hybrid 2 GP, LLC (“Hybrid 2 GP”), Altos Hybrid 3 GP, LLC (“Hybrid 3 GP” and, together with Hybrid GP and Hybrid 2 GP, the “Altos GPs”), Han Kim (“Kim”), Hodong Nam (Nam”) and Anthony P. Lee (“Lee”) (collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) The shares are held directly by Hybrid.
(3) The beneficial ownership percentage is based on a total of 214,793,795 shares of Class A Common Stock outstanding as of December 6, 2021, as reflected in the Issuer’s prospectus, which was filed with the Securities and Exchange Commission on December 30, 2021.
| CUSIP No. 91854V 10 7 | Page 3 of 33 |
| 1. |
Name of Reporting Persons
Altos Hybrid BF, LLC |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x (1) |
| 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
607,277 (2) |
| 6. |
Shared Voting Power
0 | |
| 7. |
Sole Dispositive Power
607,277 (2) | |
| 8. |
Shared Dispositive Power
0 |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
607,277 (2) |
| 10. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
| 11. |
Percent of Class Represented by Amount in Row (11)
0.3% (3) |
| 12. |
Type of Reporting Person (See Instructions)
OO |
(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) The shares are held directly by Hybrid BF.
(3) The beneficial ownership percentage is based on a total of 214,793,795 shares of Class A Common Stock outstanding as of December 6, 2021, as reflected in the Issuer’s prospectus, which was filed with the Securities and Exchange Commission on December 30, 2021.
| CUSIP No. 91854V 10 7 | Page 4 of 33 |
| 1. |
Name of Reporting Persons
Altos Hybrid BL, LLC |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x (1) |
| 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
607,277 (2) |
| 6. |
Shared Voting Power
0 | |
| 7. |
Sole Dispositive Power
607,277 (2) | |
| 8. |
Shared Dispositive Power
0 |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
607,277 (2) |
| 10. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
| 11. |
Percent of Class Represented by Amount in Row (11)
0.3% (3) |
| 12. |
Type of Reporting Person (See Instructions)
OO |
(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) The shares are held directly by Hybrid BL.
(3) The beneficial ownership percentage is based on a total of 214,793,795 shares of Class A Common Stock outstanding as of December 6, 2021, as reflected in the Issuer’s prospectus, which was filed with the Securities and Exchange Commission on December 30, 2021.
| CUSIP No. 91854V 10 7 | Page 5 of 33 |
| 1. |
Name of Reporting Persons
Altos Hybrid D, LLC |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x (1) |
| 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
4,132,359 (2) |
| 6. |
Shared Voting Power
0 | |
| 7. |
Sole Dispositive Power
4,132,359 (2) | |
| 8. |
Shared Dispositive Power
0 |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
4,132,359 (2) |
| 10. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
| 11. |
Percent of Class Represented by Amount in Row (11)
1.9% (3) |
| 12. |
Type of Reporting Person (See Instructions)
OO |
(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) The shares are held directly by Hybrid D.
(3) The beneficial ownership percentage is based on a total of 214,793,795 shares of Class A Common Stock outstanding as of December 6, 2021, as reflected in the Issuer’s prospectus, which was filed with the Securities and Exchange Commission on December 30, 2021.
| CUSIP No. 91854V 10 7 | Page 6 of 33 |
| 1. | Name of Reporting Persons
Altos Hybrid G, LLC |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x (1) |
| 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
585,214 (2) |
| 6. |
Shared Voting Power
0 | |
| 7. |
Sole Dispositive Power
585,214 (2) | |
| 8. |
Shared Dispositive Power
0 |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
585,214 (2) |
| 10. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
| 11. |
Percent of Class Represented by Amount in Row (11)
0.3% (3) |
| 12. |
Type of Reporting Person (See Instructions)
OO |
(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) The shares are held directly by Hybrid G.
(3) The beneficial ownership percentage is based on a total of 214,793,795 shares of Class A Common Stock outstanding as of December 6, 2021, as reflected in the Issuer’s prospectus, which was filed with the Securities and Exchange Commission on December 30, 2021.
| CUSIP No. 91854V 10 7 | Page 7 of 33 |
| 1. |
Name of Reporting Persons
Altos Hybrid I, LLC |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x (1) |
| 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
2,314,822 (2) |
| 6. |
Shared Voting Power
0 | |
| 7. |
Sole Dispositive Power
2,314,822 (2) | |
| 8. |
Shared Dispositive Power
0 |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,314,822 (2) |
| 10. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
| 11. |
Percent of Class Represented by Amount in Row (11)
1.1% (3) |
| 12. |
Type of Reporting Person (See Instructions)
OO |
(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) The shares are held directly by Hybrid I.
(3) The beneficial ownership percentage is based on a total of 214,793,795 shares of Class A Common Stock outstanding as of December 6, 2021, as reflected in the Issuer’s prospectus, which was filed with the Securities and Exchange Commission on December 30, 2021.
| CUSIP No. 91854V 10 7 | Page 8 of 33 |
| 1. |
Name of Reporting Persons
Altos Hybrid 2, L.P. |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x (1) |
| 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
1,189,266 (2) |
| 6. |
Shared Voting Power
0 | |
| 7. |
Sole Dispositive Power
1,189,266 (2) | |
| 8. |
Shared Dispositive Power
0 |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,189,266 (2) |
| 10. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
| 11. |
Percent of Class Represented by Amount in Row (11)
0.6% (3) |
| 12. |
Type of Reporting Person (See Instructions)
PN |
(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) The shares are held directly by Hybrid 2.
(3) The beneficial ownership percentage is based on a total of 214,793,795 shares of Class A Common Stock outstanding as of December 6, 2021, as reflected in the Issuer’s prospectus, which was filed with the Securities and Exchange Commission on December 30, 2021.
| CUSIP No. 91854V 10 7 | Page 9 of 33 |
| 1. |
Name of Reporting Persons
Altos Hybrid 2 BF, LLC |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x (1) |
| 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
59,463 (2) |
| 6. |
Shared Voting Power
0 | |
| 7. |
Sole Dispositive Power
59,463 (2) | |
| 8. |
Shared Dispositive Power
0 |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
59,463 (2) |
| 10. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
| 11. |
Percent of Class Represented by Amount in Row (11)
0.0% (3) |
| 12. |
Type of Reporting Person (See Instructions)
OO |
(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) The shares are held directly by Hybrid 2 BF.
(3) The beneficial ownership percentage is based on a total of 214,793,795 shares of Class A Common Stock outstanding as of December 6, 2021, as reflected in the Issuer’s prospectus, which was filed with the Securities and Exchange Commission on December 30, 2021.
| CUSIP No. 91854V 10 7 | Page 10 of 33 |
| 1. |
Name of Reporting Persons
Altos Hybrid 2 BL, LLC |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x (1) |
| 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
59,463 (2) |
| 6. |
Shared Voting Power
0 | |
| 7. |
Sole Dispositive Power
59,463 (2) | |
| 8. |
Shared Dispositive Power
0 |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
59,463 (2) |
| 10. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
| 11. |
Percent of Class Represented by Amount in Row (11)
0.0% (3) |
| 12. |
Type of Reporting Person (See Instructions)
OO |
(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) The shares are held directly by Hybrid 2 BL.
(3) The beneficial ownership percentage is based on a total of 214,793,795 shares of Class A Common Stock outstanding as of December 6, 2021, as reflected in the Issuer’s prospectus, which was filed with the Securities and Exchange Commission on December 30, 2021.
| CUSIP No. 91854V 10 7 | Page 11 of 33 |
| 1. |
Name of Reporting Persons
Altos Hybrid 2 N, LLC |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x (1) |
| 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
118,815 (2) |
| 6. |
Shared Voting Power
0 | |
| 7. |
Sole Dispositive Power
118,815 (2) | |
| 8. |
Shared Dispositive Power
0 |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
118,815 (2) |
| 10. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
| 11. |
Percent of Class Represented by Amount in Row (11)
0.1% (3) |
| 12. |
Type of Reporting Person (See Instructions)
OO |
(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) The shares are held directly by Hybrid 2 N.
(3) The beneficial ownership percentage is based on a total of 214,793,795 shares of Class A Common Stock outstanding as of December 6, 2021, as reflected in the Issuer’s prospectus, which was filed with the Securities and Exchange Commission on December 30, 2021.
| CUSIP No. 91854V 10 7 | Page 12 of 33 |
| 1. |
Name of Reporting Persons
Altos Hybrid 2 P-FIO, LLC |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x (1) |
| 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
409,802 (2) |
| 6. |
Shared Voting Power
0 | |
| 7. |
Sole Dispositive Power
409,802 (2) | |
| 8. |
Shared Dispositive Power
0 |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
409,802 (2) |
| 10. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
| 11. |
Percent of Class Represented by Amount in Row (11)
0.2% (3) |
| 12. |
Type of Reporting Person (See Instructions)
OO |
(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) The shares are held directly by Hybrid 2 P-FIO.
(3) The beneficial ownership percentage is based on a total of 214,793,795 shares of Class A Common Stock outstanding as of December 6, 2021, as reflected in the Issuer’s prospectus, which was filed with the Securities and Exchange Commission on December 30, 2021.
| CUSIP No. 91854V 10 7 | Page 13 of 33 |
| 1. |
Name of Reporting Persons
Altos Hybrid 2 P-M, LLC |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x (1) |
| 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
117,567 (2) |
| 6. |
Shared Voting Power
0 | |
| 7. |
Sole Dispositive Power
117,567 (2) | |
| 8. |
Shared Dispositive Power
0 |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
117,567 (2) |
| 10. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
| 11. |
Percent of Class Represented by Amount in Row (11)
0.1% (3) |
| 12. |
Type of Reporting Person (See Instructions)
OO |
(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) The shares are held directly by Hybrid 2 P-M.
(3) The beneficial ownership percentage is based on a total of 214,793,795 shares of Class A Common Stock outstanding as of December 6, 2021, as reflected in the Issuer’s prospectus, which was filed with the Securities and Exchange Commission on December 30, 2021.
| CUSIP No. 91854V 10 7 | Page 14 of 33 |
| 1. |
Name of Reporting Persons
Altos Hybrid 2 P-MSF, LLC |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x (1) |
| 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
117,567 (2) |
| 6. |
Shared Voting Power
0 | |
| 7. |
Sole Dispositive Power
117,567 (2) | |
| 8. |
Shared Dispositive Power
0 |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
117,567 (2) |
| 10. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
| 11. |
Percent of Class Represented by Amount in Row (11)
0.1% (3) |
| 12. |
Type of Reporting Person (See Instructions)
OO |
(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) The shares are held directly by Hybrid P-MSF.
(3) The beneficial ownership percentage is based on a total of 214,793,795 shares of Class A Common Stock outstanding as of December 6, 2021, as reflected in the Issuer’s prospectus, which was filed with the Securities and Exchange Commission on December 30, 2021.
| CUSIP No. 91854V 10 7 | Page 15 of 33 |
| 1. |
Name of Reporting Persons
Altos Hybrid 2 V, LLC |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x (1) |
| 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
552,474 (2) |
| 6. |
Shared Voting Power
0 | |
| 7. |
Sole Dispositive Power
552,474 (2) | |
| 8. |
Shared Dispositive Power
0 |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
552,474 (2) |
| 10. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
| 11. |
Percent of Class Represented by Amount in Row (11)
0.3% (3) |
| 12. |
Type of Reporting Person (See Instructions)
OO |
(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) The shares are held directly by Hybrid 2 V.
(3) The beneficial ownership percentage is based on a total of 214,793,795 shares of Class A Common Stock outstanding as of December 6, 2021, as reflected in the Issuer’s prospectus, which was filed with the Securities and Exchange Commission on December 30, 2021.
| CUSIP No. 91854V 10 7 | Page 16 of 33 |
| 1. |
Name of Reporting Persons
Altos Hybrid 3, L.P. |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x (1) |
| 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
2,999,986 (2) |
| 6. |
Shared Voting Power
0 | |
| 7. |
Sole Dispositive Power
2,999,986 (2) | |
| 8. |
Shared Dispositive Power
0 |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,999,986 (2) |
| 10. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
| 11. |
Percent of Class Represented by Amount in Row (11)
1.4% (3) |
| 12. |
Type of Reporting Person (See Instructions)
PN |
(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) The shares are held directly by Altos 3.
(3) The beneficial ownership percentage is based on a total of 214,793,795 shares of Class A Common Stock outstanding as of December 6, 2021, as reflected in the Issuer’s prospectus, which was filed with the Securities and Exchange Commission on December 30, 2021.
| CUSIP No. 91854V 10 7 | Page 17 of 33 |
| 1. |
Name of Reporting Persons
Altos Hybrid 3 B, LLC |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x (1) |
| 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
132,845 (2) |
| 6. |
Shared Voting Power
0 | |
| 7. |
Sole Dispositive Power
132,845 (2) | |
| 8. |
Shared Dispositive Power
0 |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
132,845 (2) |
| 10. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
| 11. |
Percent of Class Represented by Amount in Row (11)
0.1% (3) |
| 12. |
Type of Reporting Person (See Instructions)
OO |
(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) The shares are held directly by Hybrid 3 B.
(3) The beneficial ownership percentage is based on a total of 214,793,795 shares of Class A Common Stock outstanding as of December 6, 2021, as reflected in the Issuer’s prospectus, which was filed with the Securities and Exchange Commission on December 30, 2021.
| CUSIP No. 91854V 10 7 | Page 18 of 33 |
| 1. |
Name of Reporting Persons
Altos Hybrid 3 GS, LLC |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x (1) |
| 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
265,687 (2) |
| 6. |
Shared Voting Power
0 | |
| 7. |
Sole Dispositive Power
265,687 (2) | |
| 8. |
Shared Dispositive Power
0 |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
265,687 (2) |
| 10. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
| 11. |
Percent of Class Represented by Amount in Row (11)
0.1% (3) |
| 12. |
Type of Reporting Person (See Instructions)
OO |
(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) The shares are held directly by Hybrid 3 GS.
(3) The beneficial ownership percentage is based on a total of 214,793,795 shares of Class A Common Stock outstanding as of December 6, 2021, as reflected in the Issuer’s prospectus, which was filed with the Securities and Exchange Commission on December 30, 2021.
| CUSIP No. 91854V 10 7 | Page 19 of 33 |
| 1. |
Name of Reporting Persons
Altos Hybrid 3 I, LLC |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x (1) |
| 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
132,845 (2) |
| 6. |
Shared Voting Power
0 | |
| 7. |
Sole Dispositive Power
132,845 (2) | |
| 8. |
Shared Dispositive Power
0 |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
132,845 (2) |
| 10. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
| 11. |
Percent of Class Represented by Amount in Row (11)
0.1% (3) |
| 12. |
Type of Reporting Person (See Instructions)
OO |
(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) The shares are held directly by Hybrid 3 I.
(3) The beneficial ownership percentage is based on a total of 214,793,795 shares of Class A Common Stock outstanding as of December 6, 2021, as reflected in the Issuer’s prospectus, which was filed with the Securities and Exchange Commission on December 30, 2021.
| CUSIP No. 91854V 10 7 | Page 20 of 33 |
| 1. |
Name of Reporting Persons
Altos Hybrid 3 M, LLC |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x (1) |
| 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
132,845 (2) |
| 6. |
Shared Voting Power
0 | |
| 7. |
Sole Dispositive Power
132,845 (2) | |
| 8. |
Shared Dispositive Power
0 |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
132,845 (2) |
| 10. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
| 11. |
Percent of Class Represented by Amount in Row (11)
0.1% (3) |
| 12. |
Type of Reporting Person (See Instructions)
OO |
(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) The shares are held directly by Hybrid 3 M.
(3) The beneficial ownership percentage is based on a total of 214,793,795 shares of Class A Common Stock outstanding as of December 6, 2021, as reflected in the Issuer’s prospectus, which was filed with the Securities and Exchange Commission on December 30, 2021.
| CUSIP No. 91854V 10 7 | Page 21 of 33 |
| 1. |
Name of Reporting Persons
Altos Hybrid 3 T, LLC |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x (1) |
| 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
132,845 (2) |
| 6. |
Shared Voting Power
0 | |
| 7. |
Sole Dispositive Power
132,845 (2) | |
| 8. |
Shared Dispositive Power
0 |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
132,845 (2) |
| 10. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
| 11. |
Percent of Class Represented by Amount in Row (11)
0.1% (3) |
| 12. |
Type of Reporting Person (See Instructions)
OO |
(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) The shares are held directly by Hybrid 3T.
(3) The beneficial ownership percentage is based on a total of 214,793,795 shares of Class A Common Stock outstanding as of December 6, 2021, as reflected in the Issuer’s prospectus, which was filed with the Securities and Exchange Commission on December 30, 2021.
| CUSIP No. 91854V 10 7 | Page 22 of 33 |
| 1. |
Name of Reporting Persons
Altos Hybrid GP, LLC |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x (1) |
| 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
0 |
| 6. |
Shared Voting Power
12,439,159 (2) | |
| 7. |
Sole Dispositive Power
0 | |
| 8. |
Shared Dispositive Power
12,439,159 (2) |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
12,439,159 (2) |
| 10. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
| 11. |
Percent of Class Represented by Amount in Row (11)
5.8% (3) |
| 12. |
Type of Reporting Person (See Instructions)
OO |
(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) Consists of shares held directly by the Hybrid Funds. Hybrid GP is the general partner of each of the Hybrid Funds and has voting and dispositive power with respect to these shares.
(3) The beneficial ownership percentage is based on a total of 214,793,795 shares of Class A Common Stock outstanding as of December 6, 2021, as reflected in the Issuer’s prospectus, which was filed with the Securities and Exchange Commission on December 30, 2021.
| CUSIP No. 91854V 10 7 | Page 23 of 33 |
| 1. |
Name of Reporting Persons
Altos Hybrid 2 GP, LLC |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x (1) |
| 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
0 |
| 6. |
Shared Voting Power
2,624,417 (2) | |
| 7. |
Sole Dispositive Power
0 | |
| 8. |
Shared Dispositive Power
2,624,417 (2) |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
(2) |
| 10. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
| 11. |
Percent of Class Represented by Amount in Row (11)
1.2% (3) |
| 12. |
Type of Reporting Person (See Instructions)
OO |
(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) Consists of shares held directly by the Hybrid 2 Funds. Hybrid 2 GP is the general partner of each of the Hybrid 2 Funds and has voting and dispositive power with respect to these shares.
(3) The beneficial ownership percentage is based on a total of 214,793,795 shares of Class A Common Stock outstanding as of December 6, 2021, as reflected in the Issuer’s prospectus, which was filed with the Securities and Exchange Commission on December 30, 2021.
| CUSIP No. 91854V 10 7 | Page 24 of 33 |
| 1. |
Name of Reporting Persons
Altos Hybrid 3 GP, LLC |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x (1) |
| 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
0 |
| 6. |
Shared Voting Power
3,797,053 (2) | |
| 7. |
Sole Dispositive Power
0 | |
| 8. |
Shared Dispositive Power
3,797,053 (2) |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,797,053 (2) |
| 10. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
| 11. |
Percent of Class Represented by Amount in Row (11)
1.8% (3) |
| 12. |
Type of Reporting Person (See Instructions)
OO |
(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) Consists of shares held directly by the Hybrid 3 Funds. Hybrid 3 GP is the general partner of each of the Hybrid 3 Funds and has voting and dispositive power with respect to these shares.
(3) The beneficial ownership percentage is based on a total of 214,793,795 shares of Class A Common Stock outstanding as of December 6, 2021, as reflected in the Issuer’s prospectus, which was filed with the Securities and Exchange Commission on December 30, 2021.
| CUSIP No. 91854V 10 7 | Page 25 of 33 |
| 1. |
Name of Reporting Persons
Anthony P. Lee |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x (1) |
| 3. |
SEC USE ONLY
|
| 4. |
Citizenship or Place of Organization
United States of America |
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With: |
5. |
Sole Voting Power
0 |
| 6. |
Shared Voting Power
18,860,629 (2) | |
| 7. |
Sole Dispositive Power
0 | |
| 8. |
Shared Dispositive Power
18,860,629 (2) |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
18,860,629 (2) |
| 10. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
| 11. |
Percent of Class Represented by Amount in Row (11)
8.8% (3) |
| 12. |
Type of Reporting Person (See Instructions)
IN |
(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) Consists of shares held directly by the Altos Funds. The Reporting Person is a managing member of each of the Altos GPs and shares voting and dispositive power with respect to these shares.
(3) The beneficial ownership percentage is based on a total of 214,793,795 shares of Class A Common Stock outstanding as of December 6, 2021, as reflected in the Issuer’s prospectus, which was filed with the Securities and Exchange Commission on December 30, 2021.
| CUSIP No. 91854V 10 7 | Page 26 of 33 |
| 1. |
Name of Reporting Persons
Han Kim |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x (1) |
| 3. |
SEC USE ONLY
|
| 4. |
Citizenship or Place of Organization
United States of America |
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With: |
5. |
Sole Voting Power
0 |
| 6. |
Shared Voting Power
18,860,629 (2) | |
| 7. |
Sole Dispositive Power
0 | |
| 8. |
Shared Dispositive Power
18,860,629 (2) |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
18,860,629 (2) |
| 10. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
| 11. |
Percent of Class Represented by Amount in Row (11)
8.8% (3) |
| 12. |
Type of Reporting Person (See Instructions)
IN |
(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) Consists of shares held directly by the Altos Funds. The Reporting Person is a managing member of each of the Altos GPs and shares voting and dispositive power with respect to these shares.
(3) The beneficial ownership percentage is based on a total of 214,793,795 shares of Class A Common Stock outstanding as of December 6, 2021, as reflected in the Issuer’s prospectus, which was filed with the Securities and Exchange Commission on December 30, 2021.
| CUSIP No. 91854V 10 7 | Page 27 of 33 |
| 1. |
Name of Reporting Persons
Hodong Nam |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x (1) |
| 3. |
SEC USE ONLY
|
| 4. |
Citizenship or Place of Organization
United States of America |
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With: |
5. |
Sole Voting Power
0 |
| 6. |
Shared Voting Power
18,860,629 (2) | |
| 7. |
Sole Dispositive Power
0 | |
| 8. |
Shared Dispositive Power
18,860,629 (2) |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
18,860,629 (2) |
| 10. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
| 11. |
Percent of Class Represented by Amount in Row (11)
8.8% (3) |
| 12. |
Type of Reporting Person (See Instructions)
IN |
(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) Consists of shares held directly by the Altos Funds. The Reporting Person is a managing member of each of the Altos GPs and shares voting and dispositive power with respect to these shares.
(3) The beneficial ownership percentage is based on a total of 214,793,795 shares of Class A Common Stock outstanding as of December 6, 2021, as reflected in the Issuer’s prospectus, which was filed with the Securities and Exchange Commission on December 30, 2021.
| CUSIP No. 91854V 10 7 | Page 28 of 33 |
Introductory Note: This statement on Schedule 13G is being filed by the Reporting Persons in respect of Class A Common Stock of Vacasa, Inc. (the “Issuer”).
| 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
| Item 2(a) | Name of Person Filing |
Altos Hybrid, L.P. (“Hybrid”)
Altos Hybrid BF, LLC (“Hybrid BF”)
Altos Hybrid BL, LLC (“Hybrid BL”)
Altos Hybrid D, LLC (“Hybrid D”)
Altos Hybrid G, LLC (“Hybrid G”)
Altos Hybrid I, LLC (“Hybrid I”)
Altos Hybrid 2, L.P. (“Hybrid 2”)
Altos Hybrid 2 BF, LLC (“Hybrid 2 BF”)
Altos Hybrid 2 BL, LLC (“Hybrid 2 BL”)
Altos Hybrid 2 N, LLC (“Hybrid 2 N”)
Altos Hybrid 2 P-FIO, LLC (“Hybrid 2 P-FIO”)
Altos Hybrid 2 P-M, LLC (“Hybrid 2 P-M”)
Altos Hybrid 2 P-MSF, LLC (“Hybrid 2 P-MSF”)
Altos Hybrid 2 V, LLC (“Hybrid 2 P V”)
Altos Hybrid 3, L.P. (“Hybrid 3”)
Altos Hybrid 3 B, LLC (“Hybrid 3 B”)
Altos Hybrid 3 GS, LLC (“Hybrid 3 GS”)
Altos Hybrid 3 I, LLC (“Hybrid 3 I”)
Altos Hybrid 3 M, LLC (“Hybrid 3 M”)
Altos Hybrid 3 T, LLC (“Hybrid 3 T”)
Altos Hybrid GP, LLC (“Hybrid GP”)
Altos Hybrid 3 GP, LLC (“Hybrid 3 GP”)
Altos Hybrid 2 GP, LLC (“Hybrid 2 GP”).
Anthony P. Lee (“Lee”)
Han Kim (“Kim”)
Hodong Nam (“Nam”)
| Item 2(b) | Address of Principal Business Office or, if none, Residence |
2882 Sand Hill Road, Suite 100
Menlo Park, CA 94025
| Item 2(c) | Citizenship |
Hybrid—Delaware
Hybrid BF—Delaware
Hybrid BL—Delaware
Hybrid D—Delaware
Hybrid G—Delaware
Hybrid I—Delaware
Hybrid 2—Delaware
Hybrid 2 BF—Delaware
Hybrid 2 BL—Delaware
Hybrid 2 N—Delaware
Hybrid 2 P-FIO—Delaware
Hybrid 2 P-M—Delaware
Hybrid 2 P-MSF—Delaware
Hybrid 2 P V—Delaware
| CUSIP No. 91854V 10 7 | Page 29 of 33 |
Hybrid 3—Delaware
Hybrid 3 B—Delaware
Hybrid 3 GS—Delaware
Hybrid 3 I—Delaware
Hybrid 3 M—Delaware
Hybrid 3 T—Delaware
Hybrid GP—Delaware
Hybrid 3 GP—Delaware
Hybrid 2 GP—Delaware.
Lee—United States of America
Kim—United States of America
Nam—United States of America
Item 2(d) Title of Class of Securities
Class A Common Stock
| Item 2(e) | CUSIP Number |
91854V 10 7
| Item 3 | Not applicable. |
| Item 4 | Ownership |
| (a) |
Amount beneficially owned: See line 9 of pages 2 to 27, which are hereby incorporated by reference | |
| (b) |
Percent of class: See line 11 of pages 2 to 27, which are hereby incorporated by reference | |
| (c) |
Number of shares as to which the person has:
|
| (i) |
Sole power to vote or to direct the vote See line 5 of pages 2 to 27, which are hereby incorporated by reference | |
| (ii) |
Shared power to vote or to direct the vote See line 6 of pages 2 to 27, which are hereby incorporated by reference | |
| (iii) |
Sole power to dispose or to direct the disposition of See line 7 of pages 2 to 27, which are hereby incorporated by reference | |
| (iv) |
Shared power to dispose or to direct the disposition of See line 8 of pages 2 to 27, which are hereby incorporated by reference |
| Item 5 | Ownership of Five 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 five percent of the class of securities, check the following ¨.
| Item 6 | Ownership of More than Five Percent of Another Person |
Not applicable.
| Item 7 | Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company |
Not applicable.
| Item 8 | Identification and Classification of Members of the Group |
Not applicable.
| CUSIP No. 91854V 10 7 | Page 30 of 33 |
| Item 9 | Notice of Dissolution of Group |
Not applicable.
| Item 10 | Certification |
Not applicable.
| CUSIP No. 91854V 10 7 | Page 31 of 33 |
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.
February 14, 2022
Altos Hybrid, L.P.
Altos Hybrid BF, LLC
Altos Hybrid BL, LLC
Altos Hybrid D, LLC
Altos Hybrid G, LLC
Altos Hybrid I, LLC
By Altos Hybrid GP, LLC, their General Partner/Manger
| By: | /s/ Anthony P. Lee |
Anthony P. Lee, Managing Director
Altos Hybrid 2, L.P.
Altos Hybrid 2 BF, LLC
Altos Hybrid 2 BL, LLC
Altos Hybrid 2 N, LLC
Altos Hybrid 2 P-FIO, LLC
Altos Hybrid 2 P-M, LLC
Altos Hybrid 2 P-MSF, LLC
Altos Hybrid 2 V, LLC
By Altos Hybrid 2, GP, LLC, their General Partner/Manger
| By: | /s/ Anthony P. Lee |
Anthony P. Lee, Managing Director
Altos Hybrid 3, L.P.
Altos Hybrid 3 B, LLC
Altos Hybrid 3 GS, LLC
Altos Hybrid 3 I, LLC
Altos Hybrid 3 M, LLC
Altos Hybrid 3 T, LLC
By Altos Hybrid 3, GP, LLC, their General Partner/Manger
| By: | /s/ Anthony P. Lee |
Anthony P. Lee, Managing Director
Altos Hybrid GP, LLC
| By: | /s/ Anthony P. Lee |
Anthony P. Lee, Managing Member
Altos Hybrid 2, GP, LLC
| By: | /s/ Anthony P. Lee |
Anthony P. Lee, Managing Member
Altos Hybrid 3, GP, LLC
| By: | /s/ Anthony P. Lee |
Anthony P. Lee, Managing Member
| /s/ Anthony P. Lee |
Anthony P. Lee
| /s/ Han Kim |
HAN KIM
| /s/ Hodong Nam |
Hodong Nam
| CUSIP No. 91854V 10 7 | Page 32 of 33 |
EXHIBIT INDEX
Exhibit No.
| 99.1 | Joint Filing Agreement |
| CUSIP No. 91854V 10 7 | Page 33 of 33 |
AGREEMENT
Pursuant to Rule 13d-1(k)(l) promulgated pursuant to the Securities Exchange Act of 1934, as amended, the undersigned agree that the attached Schedule 13G is being filed on behalf of each of the undersigned.
February 14, 2022
Altos Hybrid, L.P.
Altos Hybrid BF, LLC
Altos Hybrid BL, LLC
Altos Hybrid D, LLC
Altos Hybrid G, LLC
Altos Hybrid I, LLC
By Altos Hybrid GP, LLC, their General Partner/Manger
| By: | /s/ Anthony P. Lee |
Anthony P. Lee, Managing Director
Altos Hybrid 2, L.P.
Altos Hybrid 2 BF, LLC
Altos Hybrid 2 BL, LLC
Altos Hybrid 2 N, LLC
Altos Hybrid 2 P-FIO, LLC
Altos Hybrid 2 P-M, LLC
Altos Hybrid 2 P-MSF, LLC
Altos Hybrid 2 V, LLC
By Altos Hybrid 2, GP, LLC, their General Partner/Manger
| By: | /s/ Anthony P. Lee |
Anthony P. Lee, Managing Director
Altos Hybrid 3, L.P.
Altos Hybrid 3 B, LLC
Altos Hybrid 3 GS, LLC
Altos Hybrid 3 I, LLC
Altos Hybrid 3 M, LLC
Altos Hybrid 3 T, LLC
By Altos Hybrid 3, GP, LLC, their General Partner/Manger
| By: | /s/ Anthony P. Lee |
Anthony P. Lee, Managing Director
Altos Hybrid GP, LLC
| By: | /s/ Anthony P. Lee |
Anthony P. Lee, Managing Member
Altos Hybrid 2, GP, LLC
| By: | /s/ Anthony P. Lee |
Anthony P. Lee, Managing Member
Altos Hybrid 3, GP, LLC
| By: | /s/ Anthony P. Lee |
Anthony P. Lee, Managing Member
| /s/ Anthony P. Lee |
Anthony P. Lee
| /s/ Han Kim |
HAN KIM
| /s/ Hodong Nam |
Hodong Nam