Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission

FORM 4 Check this box if no longer subject to Section 16, Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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1. Name and Address of Reporting Person * Levin Benjamin 2. Issuer Name and Ticker or Trading Symbol Vacasa, Inc. [VCSA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 140 EAST 45TH STREET, 42ND FLOOR 3. Date of Earliest Transaction (Month/Day/Year) (Street) NEW YORK NY 10017 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Join/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code 4. Securities Acquired (A) or Disposed of (D) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) 6. Ownership Form: Direct (D) or Indirect (I) 7. Nature of Indirect Beneficial Ownership Code V Amount (A) or (D) Price

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivate Security	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code	5. Number of Derivative Securities Acquired (A) or Disposed of (D)	6. Date Exercisable and Expiration Date	7. Title and Amount of Securities Underlying Derivative Security	8. Price of Derivative Security	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)	11. Nature of Indirect Beneficial Ownership
Code	V	(A)	(D)	Date Exercisable	Expriation Date	Title	Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Director	10% Owner	Officer	Other
Levin Benjamin 140 EAST 45TH STREET, 42ND FLOOR NEW YORK, NY10017	X	X

Signatures

/s/ Benjamin Levin	2024-05-23
**Signature of Reporting Person	Date

Explanation of Responses:

(*)	If the form is filed by more than one reporting person, see Instruction 5(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)	Represent an award of 20,134 restricted stock units (the "RSUs"), which vest in full on the earlier of (i) May 21, 2025, and (ii) immediately before the next annual meeting of the Issuer's stockholders following the date hereof, subject to the Reporting Person continuing in service on the board of directors of the Issuer through such vesting date. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock.
(2)	Represent (i) 10,246 shares of Class A Common Stock and (ii) 20,134 RSUs, each of which represents a contingent right to receive one share of the Issuer's Class A Common Stock.
(3)	Represents 326,233 shares of Class A Common Stock, consisting of (i) 45,089 shares of Class A Common Stock held by Level Equity Opportunities Fund 2015, L.P., (ii) 43,439 shares of Class A Common Stock held by Level Equity Opportunities Fund 2018, L.P., (iii) 227,656 shares of Class A Common Stock held by LEGP II AIV(B), L.P., (iv) 2,183 shares of Class A Common Stock held by LEGP I VCS, LLC, (v) 5,695 shares of Class A Common Stock held by LEGP II VCS, LLC, and (vi) 2,171 shares of Class A Common Stock held by Level Equity - VCS Investors, LLC ((i) to (vi) collectively, the "LE Stockholders").
(4)	The general partner of each of Level Equity Opportunities Fund 2015, L.P. and LEGP II AIV(B), L.P. is Level Equity Partners II (GP), L.P. The general partner of Level Equity Partners II (GP), L.P. is Level Equity Associates II, LLC. The general partner of Level Equity Opportunities Fund 2018, L.P. is Level Equity Partners IV (GP), L.P. The general partner of Level Equity Partners IV (GP), L.P. is Level Equity Associates IV, LLC. The sole member of LEGP I VCS, LLC is Level Equity Growth Partners I, L.P. The general partner of Level Equity Growth Partners I, L.P. is Level Equity Partners (GP), LLC. The managing member of Level Equity Partners (GP), LLC is Level Equity Professionals, L.P. The general partner of Level Equity Professionals, L.P. is Level Equity Associates, LLC. The sole member of LEGP II VCS, LLC is LEGP II AIV(NB), L.P. The general partner of LEGP II AIV(NB), L.P. is Level Equity Partners II (GP), L.P.
(5)	(Continued from footnote 4), The general partner of Level Equity Partners II (GP), L.P. is Level Equity Associates II, LLC. The sole manager of Level Equity - VCS Investors, LLC is Level Equity Management, LLC. The sole managing member of each of Level Equity Associates, LLC, Level Equity Associates II, LLC, Level Equity Associates IV, LLC and Level Equity Management, LLC is Benjamin Levin. The Reporting Person disclaims Section 16 beneficial ownership of the securities held by the LE Stockholders, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed to be an admission that he has beneficial ownership of such securities for Section 16 or any other purpose.

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