0001387131-21-011849.txt : 20211207
0001387131-21-011849.hdr.sgml : 20211207
20211207182912
ACCESSION NUMBER: 0001387131-21-011849
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20211207
FILED AS OF DATE: 20211207
DATE AS OF CHANGE: 20211207
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BONDERMAN DAVID
CENTRAL INDEX KEY: 0000860866
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41130
FILM NUMBER: 211477148
MAIL ADDRESS:
STREET 1: 301 COMMERCE STREET
STREET 2: SUITE 3300
CITY: FORT WORTH
STATE: TX
ZIP: 76102
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: COULTER JAMES G
CENTRAL INDEX KEY: 0001099776
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41130
FILM NUMBER: 211477147
MAIL ADDRESS:
STREET 1: 301 COMMERCE STREET
STREET 2: SUITE 3300
CITY: FORT WORTH
STATE: TX
ZIP: 76102
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Peterson Karl Mr.
CENTRAL INDEX KEY: 0001425873
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41130
FILM NUMBER: 211477146
MAIL ADDRESS:
STREET 1: 301 COMMERCE STREET
STREET 2: SUITE 3300
CITY: FORT WORTH
STATE: TX
ZIP: 76102
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: TPG Group Holdings (SBS) Advisors, Inc.
CENTRAL INDEX KEY: 0001495741
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41130
FILM NUMBER: 211477149
BUSINESS ADDRESS:
STREET 1: C/O TPG GLOBAL, LLC
STREET 2: 301 COMMERCE STREET, SUITE 3300
CITY: FORT WORTH
STATE: TX
ZIP: 76102
BUSINESS PHONE: 817-871-4000
MAIL ADDRESS:
STREET 1: C/O TPG GLOBAL, LLC
STREET 2: 301 COMMERCE STREET, SUITE 3300
CITY: FORT WORTH
STATE: TX
ZIP: 76102
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: TPG Pace Solutions Sponsor, Series LLC
CENTRAL INDEX KEY: 0001840924
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41130
FILM NUMBER: 211477150
BUSINESS ADDRESS:
STREET 1: C/O TPG PACE HOLDINGS
STREET 2: 301 COMMERCE STREET, SUITE 3300
CITY: FORT WORTH
STATE: TX
ZIP: 76102
BUSINESS PHONE: (817) 871-4651
MAIL ADDRESS:
STREET 1: C/O TPG PACE HOLDINGS
STREET 2: 301 COMMERCE STREET, SUITE 3300
CITY: FORT WORTH
STATE: TX
ZIP: 76102
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Vacasa, Inc.
CENTRAL INDEX KEY: 0001874944
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-TO DWELLINGS & OTHER BUILDINGS [7340]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 850 NW 13TH AVENUE
CITY: PORTLAND
STATE: OR
ZIP: 097209
BUSINESS PHONE: (800) 544-0300
MAIL ADDRESS:
STREET 1: 850 NW 13TH AVENUE
CITY: PORTLAND
STATE: OR
ZIP: 097209
3
1
form3.xml
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
X0206
3
2021-12-07
0
0001874944
Vacasa, Inc.
VCSA
0001840924
TPG Pace Solutions Sponsor, Series LLC
C/O TPG GLOBAL, LLC
301 COMMERCE STREET, SUITE 3300
FORT WORTH
TX
76102
0
0
1
0
0001495741
TPG Group Holdings (SBS) Advisors, Inc.
C/O TPG GLOBAL, LLC
301 COMMERCE STREET, SUITE 3300
FORT WORTH
TX
76102
0
0
1
0
0000860866
BONDERMAN DAVID
C/O TPG GLOBAL, LLC
301 COMMERCE STREET, SUITE 3300
FORT WORTH
TX
76102
0
0
1
0
0001099776
COULTER JAMES G
C/O TPG GLOBAL, LLC
301 COMMERCE STREET, SUITE 3300
FORT WORTH
TX
76102
0
0
1
0
0001425873
Peterson Karl Mr.
C/O TPG GLOBAL, LLC
301 COMMERCE STREET, SUITE 3300
FORT WORTH
TX
76102
0
0
1
0
Class A Common Stock
5466504
I
See Explanation of Responses
Class G Common Stock
Class A Common Stock
6333333
I
See Explanation of Responses
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.
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").
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.
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.
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.
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.
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.
/s/ Michael LaGatta, Vice President, TPG Pace Solutions Sponsor, Series LLC (7)
2021-12-07
/s/ Bradford Berenson, General Counsel, TPG Group Holdings (SBS) Advisors, Inc. (7)
2021-12-07
/s/ Gerald Neugebauer on behalf of David Bonderman (7)(8)
2021-12-07
/s/ Gerald Neugebauer on behalf of James G. Coulter (7)(8)
2021-12-07
/s/ Michael LaGatta on behalf of Karl Peterson (7)(9)
2021-12-07