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, $0.00001 Par Value

(Title of Class of Securities)

91854V206

(CUSIP Number)

Nathan Linn
c/o Level Equity Management, LLC, 140 E 45th St., 42nd Floor
New York, NY, 10017
(212)660-2740

Oreste Cipolla, Esq.
Goodwin Procter LLP, 620 Eighth Avenue
New York, NY, 10018
(212)459-7225

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

04/30/2025

(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

Level Equity Opportunities Fund 2015, 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

Level Equity Opportunities Fund 2018, 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

LEGP II AIV(B), 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

LEGP I VCS, 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

LEGP II VCS, 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

Level Equity - VCS Investors, 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

Level Equity Associates II, 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

Benjamin Levin

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

UNITED STATES

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, $0.00001 Par Value

(b)

Name of Issuer:

Vacasa, Inc.

(c)

Address of Issuer's Principal Executive Offices:

850 NW 13th Avenue, Portland, OREGON , 097209.

Item 1 Comment:

Explanatory Note: This Amendment No. 2 amends and supplements the statement on Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on January 7, 2025, as amended by Amendment No. 1 filed on March 13, 2025 (as amended, the "Schedule 13D"). The Items below amend the information disclosed under the corresponding Items of the Schedule 13D as described below. Except as specifically provided herein, this Amendment No.2 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined herein shall have the meanings attributed to them in the Schedule 13D.

Item 4.

Purpose of Transaction

Item 4 of the Schedule 13D is amended and supplemented by adding the following: On March 17, 2025, the Issuer entered into Amendment No. 1 to the Merger Agreement with Parent and Merger Subs. Pursuant to the Amendment No. 1 to the Merger Agreement, the parties to the Merger Agreement agreed to (i) increase the Merger Consideration from $5.02 in cash to $5.30 in cash, without interest, for each share of the Class A Common Stock issued and outstanding immediately prior to the Company Merger Effective Time, other than the Excluded Shares, (ii) remove both purchase price adjustment provisions, which could have resulted in a reduction to the Merger Consideration based on Unit Count and/or the Company's Liquidity, and (iii) terminate Parent's right to terminate the Merger Agreement if the Unit Count decreased to below 24,000 as of the Adjustment Measurement Date. On March 28, 2025, the Issuer entered into Amendment No. 2 to the Merger Agreement with Parent and Merger Subs. Pursuant to the Amendment No. 2 to the Merger Agreement, the parties to the Merger Agreement agreed to remove, as a condition to closing the Mergers, the expiration or termination of any applicable waiting period under the HSR Act and made additional ministerial changes related thereto. The foregoing descriptions of the Amendment No. 1 and the Amendment No. 2 to the Merger Agreement do not purport to be complete and are each qualified in its entirety by reference to the full text of such amendments. The Amendment No. 1 and the Amendment No. 2 to the Merger Agreement are filed as Exhibit 8 and Exhibit 9, respectively, to this Amendment No. 2 and are incorporated herein by reference. Immediately prior to the Company Merger Effective Time, as part of Level Equity's internal restructuring, (i) Level Equity Opportunities Fund 2015, L.P. contributed 67,973 shares of Class A Common Stock to its wholly owned subsidiary LEOF 2015 Blocker (CSG), Inc., (ii) Level Equity Opportunities Fund 2018, L.P. contributed 40,913 shares of Class A Common Stock to its wholly owned subsidiary LEOF 2018 Blocker (CSG), Inc., and (iii) LEGP II AIV(B), L.P. contributed 227,656 shares of Class A Common Stock to its wholly owned subsidiary LEGP II Blocker (CSG), Inc. On April 30, 2025, the Issuer and Parent completed the Mergers. On April 30, 2025, pursuant to the Merger Agreement, as amended, and the Support Agreement, at the Company Merger Effective Time, an aggregate of 1,668,662 shares of Class A Common Stock and 335,605 shares of Class B Common Stock (and an equivalent number of Common Units) beneficially owned by the Reporting Persons were contributed to Parent in exchange for equity interests in Parent. Pursuant to the Merger Agreement, as amended, at the Company Merger Effective Time, as a result of the Company Merger, (i) each of the 10,246 shares of Class A Common Stock directly held by Mr. Benjamin Levin immediately prior to the Company Merger Effective Time was canceled and converted into the right to receive $5.30 in cash, without interest, and (ii) each of the 20,134 unvested restricted stock units held by Mr. Benjamin Levin immediately prior to the Company Merger Effective Time was canceled and converted into the right to receive $5.30 in cash, without interest, for each share underlying such restricted stock unit. Mr. Benjamin Levin resigned as a director of the Issuer effective as of the completion of the Mergers. As a result of the Mergers, as of the Company Merger Effective Time, the Reporting Persons no longer beneficially own any securities of the Issuer. The shares of Class A Common Stock were suspended from trading on the Nasdaq Stock Market (the "Nasdaq") effective as of the opening of trading on May 1, 2025. Nasdaq has filed a Notification of Removal from Listing and/or Registration on Form 25 to delist the shares of Common Stock and terminate the registration of such shares under Section 12(b) of the Securities Exchange Act of 1934, as amended.

Item 5.

Interest in Securities of the Issuer

(a)

Item 5(a) of the Schedule 13D is amended and restated as follows: The information contained in rows 5, 6, 7, 8, 9, 10, and 11 on each of the cover pages of this Schedule 13D incorporated by reference in this Item 5. As of the date of this Amendment No. 2, the Reporting Persons do not beneficially own any securities of the Issuer.

(c)

Item 5(c) of the Schedule 13D is amended and restated as follows: Except as set forth in this Schedule 13D, as amended by the Amendment No. 2, neither the Reporting Persons nor to the best knowledge of the Reporting Persons, any other person named in Exhibit 2, has effected any transaction in Class A Common Stock in the past 60 days.

(e)

Item 5(e) of the Schedule 13D is amended and restated as follows: As of April 30, 2025, each of the Reporting Persons ceased to beneficially own more than 5% of the outstanding shares of the Issuer's Class A Common Stock. As a result, this Amendment No. 2 serves as an exit filing for each of the Reporting Persons with respect to the Issuer.

Item 7.

Material to be Filed as Exhibits.

Item 7 of the Schedule 13D is hereby amended and restated as follows: Exhibit 1 Joint Filing Agreement, dated as of January 7, 2025, by and among the Reporting Persons Exhibit 2 Instruction C Persons Information Exhibit 3 Agreement and Plan of Merger, dated as of December 30, 2024, by and among Issuer, Company LLC, Parent and Merger Subs (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Issuer on December 31, 2024) Exhibit 4 Support Agreement, dated as of December 30, 2024, by and among Issuer, Parent, Level Equity Rollover Stockholders (incorporated herein by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by the Issuer on December 31, 2024) Exhibit 5 Tax Receivable Agreement, dated as of December 6, 2021, by and among Issuer, Company LLC and the other parties thereto (incorporated herein by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by the Issuer on December 9, 2021) Exhibit 6 Amendment No. 1 to Tax Receivable Agreement, dated as of December 30, 2024, by and among Issuer, Company LLC and the other parties thereto (incorporated herein by reference to Exhibit 10.4 to the Current Report on Form 8-K filed by the Issuer on December 31, 2024) Exhibit 7 Registration Rights Agreement, dated as of December 6, 2021, by and among Issuer and the other parties thereto (incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by the Issuer on December 9, 2021) Exhibit 8 Amendment No. 1 to the Agreement and Plan of Merger, dated as of March 17, 2025, by and among Issuer, Company LLC, Parent and Merger Subs (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Issuer on March 18, 2025) Exhibit 9 Amendment No. 2 to the Agreement and Plan of Merger, dated as of March 28, 2025, by and among Issuer, Company LLC, Parent and Merger Subs (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Issuer on March 28, 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.

Level Equity Opportunities Fund 2015, L.P.

Signature:	/s/ Nathan Linn
Name/Title:	Chief Operating Officer
Date:	05/02/2025

Level Equity Opportunities Fund 2018, L.P.

Signature:	/s/ Nathan Linn
Name/Title:	Chief Operating Officer
Date:	05/02/2025

LEGP II AIV(B), L.P.

Signature:	/s/ Nathan Linn
Name/Title:	Chief Operating Officer
Date:	05/02/2025

LEGP I VCS, LLC

Signature:	/s/ Nathan Linn
Name/Title:	Chief Operating Officer
Date:	05/02/2025

LEGP II VCS, LLC

Signature:	/s/ Nathan Linn
Name/Title:	Chief Operating Officer
Date:	05/02/2025

Level Equity - VCS Investors, LLC

Signature:	/s/ Nathan Linn
Name/Title:	Chief Operating Officer
Date:	05/02/2025

Level Equity Associates II, LLC

Signature:	/s/ Nathan Linn
Name/Title:	Chief Operating Officer
Date:	05/02/2025

Benjamin Levin

Signature:	/s/ Benjamin Levin
Name/Title:	Benjamin Levin
Date:	05/02/2025

Comments accompanying signature:

With respect to the signature of Level Equity Opportunities Fund 2015, L.P., Nathan Linn is the Chief Operating Officer of Level Equity Associates II, LLC, the general partner of Level Equity Partners II (GP), L.P., which is the general partner of Level Equity Opportunities Fund 2015, L.P.; With respect to the signature of Level Equity Opportunities Fund 2018, L.P., Nathan Linn is the Chief Operating Officer of Level Equity Associates IV, LLC, the general partner of Level Equity Partners IV (GP), L.P., which is the general partner of Level Equity Opportunities Fund 2018, L.P.

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