0001874944false12/3100018749442023-10-022023-10-02
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 2, 2023
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Vacasa, Inc.
(Exact name of registrant as specified in its charter)
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Delaware (State or other jurisdiction of incorporation) | 001-41130
(Commission File Number) | 87-1995316
(I.R.S. Employer Identification No.) |
850 NW 13th Avenue Portland, OR 97209 |
(Address of principal executive offices) (Zip Code) |
(503) 946-3650 |
(Registrant's telephone number, including area code) |
Not Applicable |
(Former name or former address, if changed since last report) |
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act: |
Title of each class | Trading Symbol | Name of each exchange on which registered |
Class A Common Stock, par value $0.00001 per share | VCSA | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth under Item 5.03 of this Current Report on Form 8-K (this “Report”) is incorporated by reference into this Item 3.03.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On October 2, 2023, Vacasa, Inc. (the “Company”) filed with the Secretary of State of the State of Delaware a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the “Charter Amendment”) to effect a 1-for-20 reverse stock split of the Company’s Class A Common Stock, Class B Common Stock and Class G Common Stock (the “Reverse Stock Split”), effective as of 11:59 p.m. Eastern Time on October 2, 2023 (the “Effective Date”).
No fractional shares will be issued in connection with the Reverse Stock Split. Instead, in lieu of any fractional shares, the Company will pay cash for each holder’s fractional shares in an amount equal to the closing sales price of the Company’s Class A Common Stock as reported on The Nasdaq Stock Market LLC (“Nasdaq”) on the Effective Date.
Following the effective time of the Reverse Stock Split, the Company’s Class A Common Stock will continue to be traded under the symbol “VCSA” and will begin trading on a reverse stock split-adjusted basis on Nasdaq at the beginning of trading on October 3, 2023 or as soon thereafter as practicable, under the new CUSIP number 91854V 206.
For more information about the Reverse Stock Split, see the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 24, 2023. The foregoing description of the Charter Amendment is not complete and is subject to, and qualified in its entirety by, the complete text of the Charter Amendment, which is filed as Exhibit 3.1 to this Report, and incorporated by reference into this Item 5.03.
Item 9.01 Financial Statements and Exhibits.
(d): Exhibits:
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Exhibit No. | Description |
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| 3.1 | |
104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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VACASA, INC. |
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By: | /s/ Robert Greyber |
Name: | Robert Greyber |
Title: | Chief Executive Officer |
Date: October 3, 2023
CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
VACASA, INC.
Pursuant to Section 242
of the General Corporation Law of the State of Delaware
Vacasa, Inc., a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify that:
1. Article 4 of the Amended and Restated Certificate of Incorporation of the Corporation, as amended, is hereby amended to add the following new Section 4.3 immediately following existing Section 4.2 thereof:
“4.3 As of the effective time of this Certificate of Amendment to the Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Reclassification Effective Time”), the shares of Class A Common Stock, Class B Common Stock and Class G Common Stock, issued and outstanding by the Corporation immediately prior to the Reclassification Effective Time or held in the treasury of the Corporation immediately prior to the Reclassification Effective Time are automatically reclassified into a smaller number of shares such that each five (5) to twenty (20) shares of the Corporation’s Class A Common Stock, Class B Common Stock and Class G Common Stock issued and outstanding or held by the Corporation as treasury stock, shall, automatically and without any action on the part of the respective holders thereof, be reclassified into one (1) share of Class A Common Stock, Class B Common Stock and Class G Common Stock, respectively (the “Reverse Stock Split”). The number of shares that shall be reclassified within the five (5) to twenty (20) range pursuant to the Reverse Stock Split shall be determined by the Board prior to the Reclassification Effective Time and publicly announced by the Corporation. No fractional shares shall be issued and, in lieu thereof, any holder of less than one (1) share of Class A Common Stock, Class B Common Stock or Class G Common Stock (after aggregating all fractional shares such holder would otherwise be entitled to receive) shall be entitled to receive cash for such holder’s fractional share equal to the closing sales price of the Class A Common Stock as reported on the Nasdaq Stock Market LLC, as of the date this Certificate of Amendment is filed with the Secretary of State of the State of Delaware.”
2. The foregoing amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
3. This Certificate of Amendment, and the amendment contemplated hereby, shall be effective on October 2, 2023 at 11:59 p.m. Eastern Time.
[Signature Page Follows]
IN WITNESS WHEREOF, Vacasa, Inc. has caused this Certificate of Amendment to be executed by its duly authorized officer on this 2nd day of October 2023.
VACASA, INC.
By:_/s/Rebecca Boyden
Name: Rebecca Boyden
Title: Chief Legal Officer