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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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TheRealReal, Inc. (Name of Issuer) |
Common stock, par value $0.00001 (Title of Class of Securities) |
88339P101 (CUSIP Number) |
MR. DAVID L. KANEN KANEN WEALTH MANAGEMENT, LLC, 6810 Lyons Technology Circle, Suite 160 Coconut Creek, FL, 33073 631-863-3100 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/28/2025 (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.
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
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| CUSIP No. | 88339P101 |
| 1 |
Name of reporting person
Philotimo Fund, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,865,676.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA, PN |
SCHEDULE 13D
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| CUSIP No. | 88339P101 |
| 1 |
Name of reporting person
Philotimo Focused Growth & Income Fund | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,538,285.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA, OO |
SCHEDULE 13D
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| CUSIP No. | 88339P101 |
| 1 |
Name of reporting person
Kanen Wealth Management LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
FLORIDA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,273,959.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA, OO |
SCHEDULE 13D
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| CUSIP No. | 88339P101 |
| 1 |
Name of reporting person
Kanen David | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,296,153.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common stock, par value $0.00001 |
| (b) | Name of Issuer:
TheRealReal, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
55 FRANCISCO STREET, SUITE 400, SAN FRANCISCO,
CALIFORNIA
, 94133. |
| Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 is hereby amended and restated to read as follows:
The Shares purchased by Philotimo were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market transactions. The Shares purchased by PHLOX were purchased with the funds for the accounts of its customers (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market transactions. The Shares purchased by KWM were purchased with the funds for the accounts of its customers (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market transactions. The aggregate purchase price of the 1,865,676 Shares beneficially owned by Philotimo is approximately $5,072,299, including brokerage commissions. The aggregate purchase price of the 1,538,285 Shares beneficially owned by PHLOX is approximately $4,206,691, including brokerage commissions. The aggregate purchase price of the 869,998 Shares held in the Managed Accounts is approximately $2,307,308, including brokerage commissions. The aggregate purchase price of the 22,194 Shares beneficially owned by Mr. Kanen is approximately $54,448, including brokerage commissions. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Item 5(a) is hereby amended and restated to read as follows:
The aggregate percentage of Shares reported owned by each person named herein is based upon 109,691,196 Shares outstanding as of October 30, 2024 as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (SEC) on November 4, 2024.
A. Philotimo
As of the close of business on January 30, 2025, Philotimo beneficially owned 1,865,676 Shares. Percentage: Approximately 1.7%
B. PHLOX
As of the close of business on January 30, 2025, PHLOX beneficially owned 1,538,285 Shares. Percentage: Approximately 1.4%
C. KWM
As of the close of business on January 30, 2025, KWM beneficially owned 4,273,959 Shares, consisting of (i) the 1,865,676 Shares owned directly by Philotimo, which KWM may be deemed to beneficially own as the general partner of Philotimo, (ii) the 1,538,285 Shares owned directly by PHLOX, which KWM may be deemed to beneficially own as the investment manager of PHLOX and (iii) 869,998 Shares held in the Managed Accounts. Percentage: Approximately 3.9%
D. Mr. Kanen
As of the close of business on January 30, 2025, Mr. Kanen may be deemed to beneficially own 4,296,153 Shares, consisting of (i) 22,194 Shares owned directly by Mr. Kanen and (ii) the 4,273,959 Shares beneficially owned by KWM, which Mr. Kanen may be deemed to beneficially own as the managing member of KWM. Percentage: Approximately 3.9% |
| (b) | Item 5(b) is hereby amended and restated to read as follows:
A. Philotimo
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,865,676
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,865,676
B. PHLOX
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,538,285
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,538,285
C. KWM
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 4,273,959
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 4,273,959
D. Mr. Kanen
1. Sole power to vote or direct vote: 22,194
2. Shared power to vote or direct vote: 4,273,959
3. Sole power to dispose or direct the disposition: 22,194
4. Shared power to dispose or direct the disposition: 4,273,959 |
| (c) | Item 5(c) is hereby amended and restated to read as follows:
A. Philotimo
The transactions in the Shares by Philotimo since the filing of Amendment No. 1 to the Schedule 13D are set forth in Exhibit 1 and are incorporated herein by reference.
B. PHLOX
The transactions in the Shares by PHLOX since the filing of Amendment No. 1 to the Schedule 13D are set forth in Exhibit 1 and are incorporated herein by reference.
C. KWM
The transactions in the Shares by KWM since the filing of Amendment No. 1 to the Schedule 13D are set forth in Exhibit 1 and are incorporated herein by reference.
D. Mr. Kanen
Mr. Kanen has not transacted in the Shares since the filing of Amendment No. 1 to the Schedule 13D.
KWM, in its role as investment manager to the Managed Accounts, to which it furnishes investment advice, and Mr. Kanen, as the managing member of KWM, may each be deemed to beneficially own shares of the Issuer's Shares held in the Managed Accounts. |
| (e) | Item 5(e) is hereby amended and restated to read as follows:
The Reporting Persons ceased to be the beneficial owners of more than 5% of the Shares of the Issuer as of January 28, 2025. |
| Item 7. | Material to be Filed as Exhibits. |
Item 7 is hereby amended to add the following exhibit:
1 - Transactions in Securities |
| 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.
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