Vacasa, Inc. (Form: 4, Received: 05/23/2024 16:34:26)

FORM 4 ☐ Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). ☐ Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* Parks Jeffrey T	2. Issuer Name and Ticker or Trading Symbol Vacasa, Inc. [ VCSA ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle) 70 WILLOW ROAD, SUITE 100	3. Date of Earliest Transaction (MM/DD/YYYY) 5/21/2024
(Street) MENLO PARK, CA 94025	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock ⁽¹⁾⁽²⁾	5/21/2024		A		20,134 ⁽³⁾	A	$0	30,380	D ⁽⁴⁾
Class A Common Stock								825,103	I	Held through RW Industrious Blocker L.P. ⁽⁵⁾
Class A Common Stock								34,784	I	Held through RCP III (A) Blocker Feeder L.P. ⁽⁶⁾
Class A Common Stock								277,833	I	Held through RCP III Blocker Feeder L.P. ⁽⁶⁾
Class A Common Stock								6,787	I	Held through RW Vacasa AIV L.P. ⁽⁵⁾
Class A Common Stock								3,766	I	Held through Riverwood Capital Partners II (Parallel-B) L.P. ⁽⁵⁾
Class A Common Stock								2,199	I	Held through RCP III Vacasa AIV L.P. ⁽⁶⁾
Class A Common Stock								669	I	Held through RCP III (A) Vacasa AIV L.P. ⁽⁶⁾
Class A Common Stock								1,649	I	Held through Riverwood Capital Partners III (Parallel-B) L.P. ⁽⁶⁾

*Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)*
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		7. Title and Amount of Securities Underlying Derivative Security (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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:
(1)	This Form 4 is filed by Jeffrey T. Parks and RW Vacasa AIV L.P., Riverwood Capital Partners II (Parallel-B) L.P., RW Industrious Blocker L.P., Riverwood Capital II L.P., Riverwood Capital GP II Ltd., RCP III Vacasa AIV L.P., RCP III (A) Vacasa AIV L.P., Riverwood Capital Partners III (Parallel-B) L.P., RCP III Blocker Feeder L.P., RCP III (A) Blocker Feeder L.P., Riverwood Capital III L.P., and Riverwood Capital GP III Ltd. (collectively, the "Riverwood Entities"). Mr. Parks is a member of the board of directors of the Issuer and a member of the investment committees of Riverwood Capital II L.P. and Riverwood Capital III L.P. and a shareholder of Riverwood Capital GP II Ltd. and Riverwood Capital GP III Ltd.
(2)	(Continued from Footnote 1) This filing shall not be deemed an admission that the Reporting Persons are beneficial owners of all securities covered by this filing for purposes of Section 16 of the Exchange Act or otherwise, and each Reporting Person disclaims beneficial ownership of these securities, except to the extent of such Reporting Person's pecuniary interest therein, if any.
(3)	Represents an award of restricted stock units, which vests in full on the earlier of (i) the first anniversary of the grant date and (ii) immediately before the next annual meeting of stockholders of the Issuer following the grant date. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock.
(4)	These securities are held by Mr. Parks for the benefit of one or more of the Riverwood Entities and/or certain of their affiliates (collectively, "Riverwood"). Mr. Parks is obligated to transfer the underlying shares upon vesting and settlement of the RSUs or any proceeds from the sale thereof as directed by Riverwood. Mr. Parks disclaims beneficial ownership of these securities except to the extent of any pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities by Mr. Parks for purposes of Section 16 or any other purposes.
(5)	The general partner of RW Vacasa AIV L.P., Riverwood Capital Partners II (Parallel-B) L.P. and RW Industrious Blocker L.P. is Riverwood Capital II L.P. The general partner of Riverwood Capital II L.P. is Riverwood Capital GP II Ltd. Riverwood Capital II L.P. and Riverwood Capital GP II Ltd. may be deemed to beneficially own the securities directly held by RW Vacasa AIV L.P., Riverwood Capital Partners II (Parallel-B) L.P., and RW Industrious Blocker L.P.
(6)	The general partner of RCP III Vacasa AIV L.P., RCP III (A) Vacasa AIV L.P., Riverwood Capital Partners III (Parallel-B) L.P., RCP III Blocker Feeder L.P. and RCP III (A) Blocker Feeder L.P. is Riverwood Capital III L.P. The general partner of Riverwood Capital III L.P. is Riverwood Capital GP III Ltd. Riverwood Capital III L.P. and Riverwood Capital GP III Ltd. may be deemed to beneficially own the securities directly held by RCP III Vacasa AIV L.P., RCP III (A) Vacasa AIV L.P., Riverwood Capital Partners III (Parallel-B) L.P., RCP III Blocker Feeder L.P. and RCP III (A) Blocker Feeder L.P.

Remarks:
Ownership reported in this Form 4 filing reflects the 1-for-20 reverse stock split completed on October 2, 2023. Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 4. The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Parks Jeffrey T 70 WILLOW ROAD, SUITE 100 MENLO PARK, CA 94025	X	X
RCP III (A) Blocker Feeder L.P. 70 WILLOW ROAD, SUITE 100 MENLO PARK, CA 94025		X
Riverwood Capital II L.P. 70 WILLOW ROAD, SUITE 100 MENLO PARK, CA 94025		X
Riverwood Capital III L.P. 70 WILLOW ROAD, SUITE 100 MENLO PARK, CA 94025		X
Riverwood Capital GP II Ltd. 70 WILLOW ROAD, SUITE 100 MENLO PARK, CA 94025		X
Riverwood Capital GP III Ltd. 70 WILLOW ROAD, SUITE 100 MENLO PARK, CA 94025		X
RW Industrious Blocker L.P. 70 WILLOW ROAD, SUITE 100 MENLO PARK, CA 94025		X
RCP III Blocker Feeder L.P. 70 WILLOW ROAD, SUITE 100 MENLO PARK, CA 94025		X
RW Vacasa AIV L.P. 70 WILLOW ROAD, SUITE 100 MENLO PARK, CA 94025		X
RCP III Vacasa AIV L.P. 70 WILLOW ROAD, SUITE 100 MENLO PARK, CA 94025		X

Signatures
By: /s/ Jeffrey T. Parks, Director of Riverwood Capital GP II Ltd., general partner of Riverwood Capital II L.P., general partner of RW Industrious Blocker L.P.		5/23/2024
^**Signature of Reporting Person		Date
By: /s/ Jeffrey T. Parks, Director of Riverwood Capital GP II Ltd., general partner of Riverwood Capital II L.P., general partner of RW Vacasa AIV L.P.		5/23/2024
^**Signature of Reporting Person		Date
By: /s/ Jeffrey T. Parks, Director of Riverwood Capital GP III Ltd., general partner of Riverwood Capital III L.P., general partner of RCP III (A) Blocker Feeder L.P.		5/23/2024
^**Signature of Reporting Person		Date
By: /s/ Jeffrey T. Parks, Director of Riverwood Capital GP III Ltd., general partner of Riverwood Capital III L.P., general partner of RCP III Blocker Feeder L.P.		5/23/2024
^**Signature of Reporting Person		Date
By: /s/ Jeffrey T. Parks, Director of Riverwood Capital GP III Ltd., general partner of Riverwood Capital III L.P., general partner of RCP III Vacasa AIV L.P.		5/23/2024
^**Signature of Reporting Person		Date
By: /s/ Jeffrey T. Parks, Director of Riverwood Capital GP II Ltd., general partner of Riverwood Capital II L.P.		5/23/2024
^**Signature of Reporting Person		Date
By: /s/ Jeffrey T. Parks, Director of Riverwood Capital GP III Ltd., general partner of Riverwood Capital III L.P.		5/23/2024
^**Signature of Reporting Person		Date
By: /s/ Jeffrey T. Parks, Director of Riverwood Capital GP II Ltd.		5/23/2024
^**Signature of Reporting Person		Date
By: /s/ Jeffrey T. Parks, Director of Riverwood Capital GP III Ltd.		5/23/2024
^**Signature of Reporting Person		Date
By: /s/ Jeffrey T. Parks		5/23/2024
^**Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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