SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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*
REVOLUTION MANAGEMENT CO LLC

(Last) (First) (Middle)
1717 RHODE ISLAND AVENUE NW
10TH FLOOR

(Street)
WASHINGTON DC 20036

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
02/11/2022
3. Issuer Name and Ticker or Trading Symbol
Inspirato Inc [ ISPO ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock 500,000 I By Alps Investment Holdings LLC(1)
Class V Common Stock(2) 17,768,474 I By Revolution Portico Holdings LLC(3)
Class V Common Stock(2) 1,125,017 I By Exclusive Resorts LLC(4)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Common Units(5) (5) (5) Class A Common Stock 17,768,474 (5) I By Revolution Portico Holdings LLC(3)
Common Units(5) (5) (5) Class A Common Stock 1,125,017 (5) I By Exclusive Resorts LLC(4)
1. Name and Address of Reporting Person*
REVOLUTION MANAGEMENT CO LLC

(Last) (First) (Middle)
1717 RHODE ISLAND AVENUE NW
10TH FLOOR

(Street)
WASHINGTON DC 20036

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CASE STEPHEN M

(Last) (First) (Middle)
C/O REVOLUTION MANAGEMENT COMPANY LLC
1717 RHODE ISLAND AVE. NW, 10TH FL.

(Street)
WASHINGTON DC 20036

(City) (State) (Zip)
Explanation of Responses:
1. Shares are held directly by Alps Investment Holdings LLC ("Alps"). Revolution Management Company LLC ("Revolution") is the manager of Alps and may be deemed to beneficially own the shares held by Alps. Stephen M. Case is the manager of Revolution, and may be deemed to share voting and investment power over the shares held by Alps. Each of Revolution and Mr. Case disclaims beneficial ownership of these shares except to the extent of its or his respective pecuniary interest therein.
2. Shares of Class V Common Stock are entitled to voting rights but are not entitled to any economic rights. Upon the redemption or exchange of Common Units, an equivalent number of shares of Class V Common Stock will be canceled.
3. Securities are held directly by Revolution Portico Holdings LLC ("Portico"). Revolution is the manager of Portico and may be deemed to beneficially own the shares held by Portico. Stephen M. Case is the manager of Revolution, and may be deemed to share voting and investment power over the shares held by Portico. Each of Revolution and Mr. Case disclaims beneficial ownership of these shares except to the extent of its or his respective pecuniary interest therein.
4. Securities are held directly by Exclusive Resorts LLC ("Exclusive"). Revolution is the manager of Exclusive and may be deemed to beneficially own the shares held by Exclusive. Stephen M. Case is the manager of Revolution, and may be deemed to share voting and investment power over the shares held by Exclusive. Each of Revolution and Mr. Case disclaims beneficial ownership of these shares except to the extent of its or his respective pecuniary interest therein.
5. Represents common units ("Common Units") of Inspirato LLC, a direct subsidiary of the Issuer. Pursuant to the Ninth Amended and Restated Limited Liability Agreement of Inspirato LLC, the Reporting Person has the right to redeem the Common Units, from time to time for, at the election of the Issuer, newly-issued Class A Common Stock of the Issuer on a one-for-one basis or a corresponding amount of cash; provided, that the Issuer may elect to effect a direct exchange of Class A Common Stock for such Common Units. In connection with any redemption or exchange of Common Units, a corresponding number of shares of Class V Common Stock of the Issuer will be canceled.
Remarks:
Revolution Management Company LLC, By /s/ Stephen M. Case, Manager 02/22/2022
/s/ Stephen M. Case 02/22/2022
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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