FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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OMB APPROVAL
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Estimated average burden hours per response... | 0.5 |
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(Print or Type Responses)
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1.Title of Security (Instr. 3)
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock | 6/1/23 |
| A |
| 651,520 | A |
$
0
| 651,520 (1) | D |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code (Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)
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6. Date Exercisable and Expiration Date (Month/Day/Year)
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7. Title and Amount of Underlying Securities (Instr. 3 and 4)
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8. Price of Derivative Security (Instr. 5)
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9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Performance Stock Unit | (2) | 6/1/23 |
| A |
| 651,520 |
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(3) |
(3) | Class A Common Stock | 651,520 |
$
0
| 651,520 | D |
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Reporting Owners
Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Schuman Bruce C/O VACASA, INC. 850 NW 13TH AVENUE PORTLAND, OR 97209 |
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Chief Financial Officer |
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Signatures
By: /s/ Rebecca Boyden, Attorney-in-Fact | |
6/2/23 |
**Signature of Reporting Person | Date |
Explanation of Responses:
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Represents an award of restricted stock units, or RSUs, with 25% vesting on June 1, 2024 and 1/16th vesting in quarterly installments beginning on September 1, 2024. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock. |
(2) | Each performance stock unit, or PSU, represents a contingent right to receive one share of the Issuer's Class A Common Stock. |
(3) | The PSUs vest based on the Issuer's stock price performance over a performance period beginning on June 1, 2023 and ending on June 1, 2027, subject to satisfying certain service-based conditions. The award will vest, if at all, as to 25% of the total number of such PSUs on June 1, 2024 and as to an additional 1/16th of such PSUs in equal quarterly installments thereafter based on continued service and the Issuer's stock price exceeding certain thresholds. Any portion of the award that has not been earned by June 1, 2027 will be forfeited. |
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
____________ Transaction Code: |
A | Grant, award or other acquisition pursuant to Rule 16b-3(d). |
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