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*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 10/26/2021 | 3. Issuer Name and Ticker or Trading Symbol Rent the Runway, Inc. [ RENT ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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 | ||||
Series A Preferred Stock | (1) | (1) | Common Stock | 38,906 | (1) | I | See Footnotes(2)(5) |
Series A Preferred Stock | (1) | (1) | Common Stock | 909,974 | (1) | I | See Footnotes(3)(5) |
Series A Preferred Stock | (1) | (1) | Common Stock | 2,509,453 | (1) | I | See Footnotes(4)(5) |
Series C Preferred Stock | (1) | (1) | Common Stock | 2,541 | (1) | I | See Footnotes(2)(5) |
Series C Preferred Stock | (1) | (1) | Common Stock | 59,422 | (1) | I | See Footnotes(3)(5) |
Series C Preferred Stock | (1) | (1) | Common Stock | 163,867 | (1) | I | See Footnotes(4)(5) |
Series D Preferred Stock | (1) | (1) | Common Stock | 2,706 | (1) | I | See Footnotes(2)(5) |
Series D Preferred Stock | (1) | (1) | Common Stock | 63,285 | (1) | I | See Footnotes(3)(5) |
Series D Preferred Stock | (1) | (1) | Common Stock | 174,522 | (1) | I | See Footnotes(4)(5) |
Series E Preferred Stock | (1) | (1) | Common Stock | 1,962 | (1) | I | See Footnotes(2)(5) |
Series E Preferred Stock | (1) | (1) | Common Stock | 45,897 | (1) | I | See Footnotes(3)(5) |
Series E Preferred Stock | (1) | (1) | Common Stock | 126,571 | (1) | I | See Footnotes(4)(5) |
Series F Preferred Stock | (1) | (1) | Common Stock | 1,007 | (1) | I | See Footnotes(2)(5) |
Series F Preferred Stock | (1) | (1) | Common Stock | 23,542 | (1) | I | See Footnotes(3)(5) |
Series F Preferred Stock | (1) | (1) | Common Stock | 64,922 | (1) | I | See Footnotes(4)(5) |
Series G Preferred Stock | (1) | (1) | Common Stock | 763 | (1) | I | See Footnotes(2)(5) |
Series G Preferred Stock | (1) | (1) | Common Stock | 17,850 | (1) | I | See Footnotes(3)(5) |
Series G Preferred Stock | (1) | (1) | Common Stock | 49,225 | (1) | I | See Footnotes(4)(5) |
Series G Preferred Stock | (1) | (1) | Common Stock | 847,978 | (1) | I | See Footnote(6) |
Explanation of Responses: |
1. Shares of the Issuer's preferred stock have no expiration date and are convertible at the holder's election into Issuer's Common Stock at a conversion ratio of 1-to-1. The preferred stock will automatically convert into shares of the Issuer's Common Stock, for no additional consideration, upon the closing of the Issuer's initial public offering. |
2. These shares are held of record by Highland Capital Partners VIII-B Limited Partnership ("Highland Capital VIII-B"). |
3. These shares are held of record by Highland Capital Partners VIII-C Limited Partnership ("Highland Capital VIII-C"). |
4. These shares are held of record by Highland Capital Partners VIII Limited Partnership ("Highland Capital VIII"). |
5. Highland Management Partners VIII Limited ("HMP VIII Ltd") is the general partner of Highland Management Partners VIII Limited Partnership ("HMP VIII LP"), which is the general partner of each of Highland Capital VIII-B, Highland Capital VIII-C and Highland Capital VIII (collectively, the "Highland VIII Funds"). The Reporting Person is a Director of HMP VIII Ltd and may be deemed to have voting and dispositive power over the shares held by each of the Highland VIII Funds. The Reporting Person disclaims beneficial ownership of the securities held by each of the Highland VIII Funds, except to the extent of the Reporting Person's pecuniary interest therein, and the filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Person is the beneficial owner of any securities reported herein. |
6. These shares are held of record by Highland Leaders Fund I, L.P. ("HLF I"). The general partner of HLF I is Highland Leaders Fund I GP, L.P. ("HLF I GP LP"), whose general partner is Highland Leaders Fund I GP, LLC ("HLF I GP LLC"). The Reporting Person is a Managing Member of HLF I GP LLC and may be deemed to have voting and dispositive power over the shares held by HLF I. The Reporting Person disclaims beneficial ownership of the securities held by HLF I, except to the extent of the Reporting Person's pecuniary interest therein, and the filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Person is the beneficial owner of any securities reported herein. |
Remarks: |
Exhibit 24.1 - Power of Attorney. |
/s/ Cara Schembri as Attorney-in-fact for Daniel J. Nova | 10/26/2021 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |