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)

Lisa Wong
70 Willow Road, Suite 100,
Menlo Park, CA, 94025
(650) 618-7300

Kelli Schultz-Panas
2475 Hanover Street,
Palo Alto, CA, 94304
(650) 251-5148

(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

RW Industrious Blocker 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

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

RW Vacasa AIV 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

Riverwood Capital Partners II (Parallel-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

ONTARIO, CANADA

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

RCP III (A) Blocker Feeder 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

RCP III Blocker Feeder 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

RCP III Vacasa AIV 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

RCP III (A) Vacasa AIV 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

Riverwood Capital Partners III (Parallel-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

CAYMAN ISLANDS

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

Riverwood Capital II 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

CAYMAN ISLANDS

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

Riverwood Capital GP II Ltd.

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

CAYMAN ISLANDS

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

Riverwood Capital III 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

CAYMAN ISLANDS

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

Riverwood Capital GP III Ltd.

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

CAYMAN ISLANDS

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") is being filed by RW Industrious Blocker L.P., RW Vacasa AIV L.P., Riverwood Capital Partners II (Parallel-B) L.P., RCP III (A) Blocker Feeder L.P., RCP III Blocker Feeder L.P., RCP III Vacasa AIV L.P., RCP III (A) Vacasa AIV L.P., Riverwood Capital Partners III (Parallel-B) L.P., Riverwood Capital II L.P., Riverwood Capital GP II Ltd., Riverwood Capital III L.P. and Riverwood Capital GP III Ltd. (collectively, the "Reporting Persons") and amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the "SEC") by the Reporting Persons on January 7, 2025, as amended by Amendment No. 1 there filed by the Reporting Persons on March 13, 2025 (as amended, the "Schedule 13D"). The Items below amend the information disclosed under the corresponding Items in the Schedule 13D as described below. Capitalized terms used but not defined in this Amendment No. 2 shall have the same meanings ascribed to them in the Schedule 13D or the Merger Agreement, as amended by Amendment No. 1 and Amendment No. 2 thereto (as amended, the "Merger Agreement"). Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported in the Schedule 13D.

Item 4.

Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended and supplemented as follows: 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 Common Stock issued and outstanding immediately prior to April 30, 2025 (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 K and Exhibit L, respectively, to this Amendment No. 2 and are incorporated herein by reference. Immediately prior to the Company Merger Effective Time (as defined below) (i) RW Industrious Blocker L.P. contributed all of its Common Stock to RW Casago LLC, which then contributed all of such Common Stock to RW Vacasa AIV L.P.; (ii) RCP III Blocker Feeder L.P. contributed all of its Common Stock to RCP III Casago Blocker LLC, which then contributed all of such Common Stock to RCP III Vacasa AIV L.P.; and (iii) RCP III (A) Blocker Feeder L.P. contributed all of its Common Stock to RCP III (A) Casago Blocker LLC, which then contributed all of such Common Stock to RCP III (A) Vacasa AIV L.P. On April 30, 2025 the Issuer and Parent completed the Mergers. Pursuant to the Merger Agreement, as amended, and the Support Agreement, at the Company Merger Effective Time, (i) 1,415,587 shares of Common Stock and 145,925 Vacasa Units (and corresponding shares of Class B Common Stock) held by RW Vacasa AIV L.P. were contributed to Parent in exchange for equity interests in Parent; (ii) 327,626 shares of Common Stock and 80,965 Vacasa Units (and corresponding shares of Class B Common Stock) held by Riverwood Capital Partners II (Parallel-B) L.P. were contributed to Parent in exchange for equity interests in Parent; (iii) 469,216 shares of Common Stock and 47,297 Vacasa Units (and corresponding shares of Class B Common Stock) held by RCP III Vacasa AIV L.P. were contributed to Parent in exchange for equity interests in Parent; (iv) 143,517 shares of Common Stock and 35,468 Vacasa Units (and corresponding shares of Class B Common Stock) held by Riverwood Capital Partners III (Parallel-B) L.P. were contributed to Parent in exchange for equity interests in Parent; and (v) 93,003 shares of Common Stock and 14,388 Vacasa Units (and corresponding shares of Class B Common Stock) held by RCP III (A) Vacasa AIV L.P. were contributed to Parent in exchange for equity interests in Parent, in each case based on a value of $5.30 per share of Common Stock or Vacasa Unit, as applicable. The shares of 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. The foregoing summary of the amended Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which is filed as Exhibit D to this Schedule 13D and incorporated herein by reference.

Item 5.

Interest in Securities of the Issuer

(a)

Items 5(a) - (c) and (e) of the Schedule 13D are hereby amended and restated as follows: The information contained in rows 7, 8, 9, 10, 11 and 13 on each of the cover pages of this Amendment No. 2 are incorporated by reference into this Item 5. As of the Company Merger Effective Time, the Reporting Persons do not beneficially own any shares of Common Stock of the Issuer.

(b)

See Item 5(a) above.

(c)

Except as set forth in this Schedule 13D, neither the Reporting Persons, nor to the best knowledge of the Reporting Persons, any other person named in Exhibit C to the Schedule 13D has effected any transaction in Common Stock in the past 60 days.

(e)

04/30/2025

Item 6.

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

Item 6 of the Schedule 13D is hereby amended and supplemented as follows: Pursuant to the terms of the Merger Agreement, 30,380 shares of Common Stock held by Jeffrey Parks and received as director compensation from the Issuer were converted into the right to receive $5.30 in cash, without interest. Mr. Parks held these securities for the benefit of Riverwood. Mr. Parks was obligated to transfer such shares of Common Stock or any proceeds from the sale thereof as directed by Riverwood. The Reporting Persons and Mr. Parks disclaim beneficial ownership over such securities.

Item 7.

Material to be Filed as Exhibits.

Item 7 of the Original Schedule 13D is hereby amended and supplemented as follows: J. Signature Page dated May 2, 2025* K. 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) L. 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.

RW Industrious Blocker L.P.

Signature:	/s/ Jeffrey T. Parks
Name/Title:	Jeffrey T. Parks, Director of Riverwood Capital GP II Ltd., See Exhibit J
Date:	05/02/2025

RW Vacasa AIV L.P.

Signature:	/s/ Jeffrey T. Parks
Name/Title:	Jeffrey T. Parks, Director of Riverwood Capital GP II Ltd., See Exhibit J
Date:	05/02/2025

Riverwood Capital Partners II (Parallel-B) L.P.

Signature:	/s/ Jeffrey T. Parks
Name/Title:	Jeffrey T. Parks, Director of Riverwood Capital GP II Ltd., See Exhibit J
Date:	05/02/2025

RCP III (A) Blocker Feeder L.P.

Signature:	/s/ Jeffrey T. Parks
Name/Title:	Jeffrey T. Parks, Director of Riverwood Capital GP III Ltd., See Exhibit J
Date:	05/02/2025

RCP III Blocker Feeder L.P.

Signature:	/s/ Jeffrey T. Parks
Name/Title:	Jeffrey T. Parks, Director of Riverwood Capital GP III Ltd., See Exhibit J
Date:	05/02/2025

RCP III Vacasa AIV L.P.

Signature:	/s/ Jeffrey T. Parks
Name/Title:	Jeffrey T. Parks, Director of Riverwood Capital GP III Ltd., See Exhibit J
Date:	05/02/2025

RCP III (A) Vacasa AIV L.P.

Signature:	/s/ Jeffrey T. Parks
Name/Title:	Jeffrey T. Parks, Director of Riverwood Capital GP III Ltd., See Exhibit J
Date:	05/02/2025

Riverwood Capital Partners III (Parallel-B) L.P.

Signature:	/s/ Jeffrey T. Parks
Name/Title:	Jeffrey T. Parks, Director of Riverwood Capital GP III Ltd., See Exhibit J
Date:	05/02/2025

Riverwood Capital II L.P.

Signature:	/s/ Jeffrey T. Parks
Name/Title:	Jeffrey T. Parks, Director of Riverwood Capital GP III Ltd., See Exhibit J
Date:	05/02/2025

Riverwood Capital GP II Ltd.

Signature:	/s/ Jeffrey T. Parks
Name/Title:	Jeffrey T. Parks, Director of Riverwood Capital GP III Ltd., See Exhibit J
Date:	05/02/2025

Riverwood Capital III L.P.

Signature:	/s/ Jeffrey T. Parks
Name/Title:	Jeffrey T. Parks, Director of Riverwood Capital GP III Ltd., See Exhibit J
Date:	05/02/2025

Riverwood Capital GP III Ltd.

Signature:	/s/ Jeffrey T. Parks
Name/Title:	Jeffrey T. Parks, Director of Riverwood Capital GP III Ltd., See Exhibit J
Date:	05/02/2025

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