SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

Vacasa, Inc.

(Name of Issuer)

Class A common stock, par value $0.00001 per share

(Title of Class of Securities)

91854V206

(CUSIP Number)

Richard Ting
Oaktree Capital Management, L.P., 333 S. Grand Avenue, 28th Floor
Los Angeles, CA, 90071
(213) 830-6300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

04/29/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. Checkbox not checked

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No.

91854V206

Name of reporting person

Oaktree Value Opportunities Fund Holdings, L.P.

Check the appropriate box if a member of a Group (See Instructions)

(a)

(b)

SEC use only

Source of funds (See Instructions)

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

Checkbox not checked

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

Aggregate amount beneficially owned by each reporting person

0.00

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in Row (11)

0 %

Type of Reporting Person (See Instructions)

SCHEDULE 13D

CUSIP No.

91854V206

Name of reporting person

Oaktree Capital Management LP

Check the appropriate box if a member of a Group (See Instructions)

(a)

(b)

SEC use only

Source of funds (See Instructions)

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

Checkbox checked

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

Aggregate amount beneficially owned by each reporting person

0.00

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in Row (11)

0 %

Type of Reporting Person (See Instructions)

SCHEDULE 13D

CUSIP No.

91854V206

Name of reporting person

Oaktree Capital Holdings, LLC

Check the appropriate box if a member of a Group (See Instructions)

(a)

(b)

SEC use only

Source of funds (See Instructions)

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

Checkbox not checked

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

Aggregate amount beneficially owned by each reporting person

0.00

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in Row (11)

0 %

Type of Reporting Person (See Instructions)

SCHEDULE 13D

CUSIP No.

91854V206

Name of reporting person

Oaktree Capital Group Holdings GP, LLC

Check the appropriate box if a member of a Group (See Instructions)

(a)

(b)

SEC use only

Source of funds (See Instructions)

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

Checkbox not checked

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

Aggregate amount beneficially owned by each reporting person

0.00

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in Row (11)

0 %

Type of Reporting Person (See Instructions)

SCHEDULE 13D

Item 1.

Security and Issuer

(a)

Title of Class of Securities:

Class A common stock, par value $0.00001 per share

(b)

Name of Issuer:

Vacasa, Inc.

(c)

Address of Issuer's Principal Executive Offices:

850 NW 13th Avenue, Portland, OREGON , 97209.

Item 1 Comment:

This Amendment No. 2 ("Amendment No. 2") amends and supplements the Schedule 13D, originally filed on May 23, 2024 and Amendment No. 1 filed with the SEC on April 3, 2025. Except as set forth herein, the Schedule 13D remains in full force and effect. Each capitalized term used but not defined herein has the meaning ascribed to such term in the Schedule 13D.

Item 2.

Identity and Background

(a)

Item 2(a) of the Schedule 13D is hereby amended and restated as follows: This Amendment No. 2 is filed as a joint statement pursuant to Rule 13d-1(k) under the Act by each of the following persons (collectively, the "Reporting Persons"): 1. Oaktree Value Opportunities Fund Holdings, L.P. ("VOF"), a Delaware limited partnership, in its capacity as a direct holder; 2. Oaktree Capital Management, L.P. ("OCM," and together with VOF, the "Oaktree Holders"), a Delaware limited partnership, in its capacity as an advisor on behalf of various clients and accounts and as the indirect manager of VOF; 3. Oaktree Capital Holdings, LLC ("OCH"), a Delaware limited liability company, in its capacity as the indirect manager of OCM; and 4. Oaktree Capital Group Holdings GP, LLC ("OCGH"), a Delaware limited liability company, in its capacity as an indirect owner of OCH.

(b)

The principal business address of each of the Reporting Persons is 333 S. Grand Avenue, 28th Floor, Los Angeles, CA 90071.

Item 4.

Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended to incorporate the following as the penultimate paragraph thereof: On April 29, 2025, shareholders of the Issuer voted in favor of the proposal to adopt the Agreement and Plan of Merger dated December 30, 2024 by and among the Issuer, Vacasa Holdings, LLC, Casago Holdings, LLC ("Parent") and the other parties thereto, as amended (the "Merger Agreement"). On April 30, 2025, certain of the Reporting Persons entered into a Rollover Agreement with Parent, substantially in the form attached hereto as Exhibit B, pursuant to which, immediately prior to the closing of the transactions consummated by the Merger Agreement ("Closing"), the aggregate 1,375,448 Class A Shares previously reported by the Reporting Persons would be contributed to Parent in exchange for newly issued shares of Parent. Pursuant to the Rollover Agreement, immediately prior to the Closing on April 30, 2025, all Class A Shares beneficially owned by the Reporting Persons were transferred to Parent and the Reporting Persons ceased to beneficially own any Issuer securities.

Item 5.

Interest in Securities of the Issuer

(a)

The information set forth on lines 11 and 13 of each cover page of this Amendment No. 2 is hereby incorporated by reference into this Item 5(a).

(b)

The information set forth on lines 7 through 10 of each cover page of this Amendment No. 2 is hereby incorporated by reference into this Item 5(b).

(c)

Except as set forth in Item 4 of this Amendment No. 2, the Reporting Persons have not affected any transactions in Class A Shares since the filing of Amendment No. 1.

(e)

As of April 30, 2025, the Reporting Persons ceased to beneficially own any Class A Shares.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 6 of the Schedule 13D is hereby amended to incorporate the information set forth in Item 4 hereof.

Item 7.

Material to be Filed as Exhibits.

Exhibit A Joint Filing Agreement, dated as of May 1, 2025. Exhibit B Rollover Agreement, dated as of April 30, 2025.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Oaktree Value Opportunities Fund Holdings, L.P.

Signature:	/s/ Henry Orren
Name/Title:	Henry Orren / Managing Director
Date:	05/01/2025

Oaktree Capital Management LP

Signature:	/s/ Henry Orren
Name/Title:	Henry Orren / Managing Director
Date:	05/01/2025

Oaktree Capital Holdings, LLC

Signature:	/s/ Henry Orren
Name/Title:	Henry Orren / Managing Director
Date:	05/01/2025

Oaktree Capital Group Holdings GP, LLC

Signature:	/s/ Henry Orren
Name/Title:	Henry Orren / Managing Director
Date:	05/01/2025

Amendment: SEC Form SCHEDULE 13D/A filed by Vacasa Inc.