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