Eric Liaw Form 4 Lulu's Fashion Lounge / Eric Liaw ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

1. Name and Address of Reporting Person^*

Liaw Eric

(Last) (First) (Middle)

195 HUMBOLDT AVENUE

(Street)

CHICO CA 95928

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Lulu's Fashion Lounge Holdings, Inc. [ LVLU ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/07/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/07/2023		A		7,881(1)	A	$0	37,845(2)	D
Common Stock								13,863	I	Directly held by Institutional Venture Management XV, LLC(3)
Common Stock								4,479	I	Directly held by Institutional Venture Management XVI, LLC(4)
Common Stock								3,730,160	I	Directly held by Institutional Venture Partners XV, L.P.(5)
Common Stock								19,843	I	Directly held by Institutional Venture Partners XV Executive Fund, L.P.(6)
Common Stock								3,749,997	I	Directly held by Institutional Venture Partners XVI, L.P.(7)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	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 (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents restricted stock units ("RSUs"), each of which represents a contingent right to receive one share of common stock, and which vested fully upon grant.

2. Includes (a) 17,263 shares of common stock and (b) 20,582 RSUs, each of which represents a contingent right to receive one share of common stock. 22,397 RSUs were granted on January 31, 2022 and vest in three equal, annual installments beginning on January 31, 2023, of which 7,465 shares vested on January 31, 2023, and 5,650 RSUs were granted on June 14, 2022 and will vest in full on the earlier of (i) the first anniversary of the grant date or (ii) immediately before the next Annual Meeting immediately following the grant date.

3. The Reporting Person is a managing director of IVM XV and may be deemed to share voting and dispositive power over the shares held by IVM XV. The Reporting Person disclaims beneficial ownership of the shares held by IVM XV except to the extent of his pecuniary interest therein.

4. The Reporting Person is a managing director of IVM XVI and may be deemed to share voting and dispositive power over the shares held by IVM XVI. The Reporting Person disclaims beneficial ownership of the shares held by IVM XVI except to the extent of his pecuniary interest therein.

5. Institutional Venture Management XV, LLC ("IVM XV") is the general partner of Institutional Venture Partners XV, L.P. ("IVP XV"). The Reporting Person is a managing director of IVM XV and may be deemed to share voting and dispositive power over the shares held by IVP XV. The Reporting Person disclaims beneficial ownership of the shares held by IVP XV except to the extent of his pecuniary interest therein.

6. IVM XV is the general partner of Institutional Venture Partners XV Executive Fund, L.P. ("IVP XV-EF"). The Reporting Person is a managing director of IVM XV and may be deemed to share voting and dispositive power over the shares held by IVP XV-EF. The Reporting Person disclaims beneficial ownership of the shares held by IVP XV-EF except to the extent of his pecuniary interest therein.

7. Institutional Venture Management XVI, LLC ("IVM XVI") is the general partner of Institutional Venture Partners XVI, L.P. (IVP XVI"). The Reporting Person is a managing director of IVM XVI and may be deemed to share voting and dispositive power over the shares held by IVP XVI. The Reporting Person disclaims beneficial ownership of the shares held by IVP XVI except to the extent of his pecuniary interest therein.

	/s/ Alexa Pisczak as attorney-in-fact for Eric Liaw	04/11/2023
	** 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 4 (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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