Ajay Agarwal Form 3 Rent the Runway / Enrique T Salem ownership change

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^*

BAIN CAPITAL VENTURE INVESTORS, LLC

(Last) (First) (Middle)

200 CLARENDON STREET

(Street)

BOSTON MA 02116

(City) (State) (Zip)

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)

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)
Common Stock(1)	483,732	I	See footnotes(3)(4)(5)(6)

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
Seed Series Convertible Preferred Stock	(2)	(2)	Common Stock(1)	3,992,000	(2)	I	See footnotes(3)(4)(5)(6)
Series A Convertible Preferred Stock	(2)	(2)	Common Stock(1)	1,691,175	(2)	I	See footnotes(3)(4)(5)(6)
Series C Convertible Preferred Stock	(2)	(2)	Common Stock(1)	370,369	(2)	I	See footnotes(3)(4)(5)(6)
Series D Convertible Preferred Stock	(2)	(2)	Common Stock(1)	395,193	(2)	I	See footnotes(3)(4)(5)(6)
Series E Convertible Preferred Stock	(2)	(2)	Common Stock(1)	550,469	(2)	I	See footnotes(3)(4)(5)(6)
Series F Convertible Preferred Stock	(2)	(2)	Common Stock(1)	558,074	(2)	I	See footnotes(3)(4)(5)(6)
Series G Convertible Preferred Stock	(2)	(2)	Common Stock(1)	135,406	(2)	I	See footnotes(3)(4)(5)(6)

1. Name and Address of Reporting Person^*

BAIN CAPITAL VENTURE INVESTORS, LLC

(Last) (First) (Middle)

200 CLARENDON STREET

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Bain Capital Venture Fund 2009, L.P.

(Last) (First) (Middle)

200 CLARENDON STREET

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Bain Capital Venture Partners 2009, L.P.

(Last) (First) (Middle)

200 CLARENDON STREET

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BCIP Venture Associates

(Last) (First) (Middle)

200 CLARENDON STREET

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BCIP VENTURE ASSOCIATES-B

(Last) (First) (Middle)

200 CLARENDON STREET

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Salem Enrique T

(Last) (First) (Middle)

C/O BAIN CAPITAL VENTURE INVESTORS

200 CLARENDON STREET

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Agarwal Ajay

(Last) (First) (Middle)

C/O BAIN CAPITAL VENTURE INVESTORS

200 CLARENDON STREET

(Street)

BOSTON MA 02116

(City) (State) (Zip)

Explanation of Responses:

1. Upon the closing of the Issuer's initial public offering, each share of Common Stock will be reclassified into one share of Class A Common Stock.

2. Each share of Seed Series, Series A, Series C, Series D, Series E, Series F and Series G Convertible Preferred Stock is convertible into Common Stock on a 1-for-1 basis at the holder's election and will automatically convert immediately prior to the closing of the Issuer's initial public offering. These shares have no expiration date.

3. Bain Capital Venture Investors, LLC ("BCVI") is the general partner of Bain Capital Venture Partners 2009, L.P. ("BCV Partners 2009"), which is the general partner of Bain Capital Venture Fund 2009, L.P. ("BCV Fund 2009"). As a result, BCV Partners 2009 may be deemed to share voting and dispositive power with respect to the securities held by BCV Fund 2009. BCV Partners 2009 disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. BCV Fund 2009 holds 426,712 shares of Common Stock, 3,808,891 shares of Seed Series Convertible Preferred Stock, 1,636,386 shares of Series A Convertible Preferred Stock, 326,711 shares of Series C Convertible Preferred Stock, 348,609 shares of Series D Convertible Preferred Stock, 485,582 shares of Series E Convertible Preferred Stock, 492,291 shares of Series F Convertible Preferred Stock and 119,445 shares of Series G Convertible Preferred Stock.

4. BCIP Venture Associates ("BCIP Venture"), whose managing partner is Boylston Coinvestors, LLC ("Boylston"), holds 53,172 shares of Common Stock, 151,354 shares of Seed Series Convertible Preferred Stock, 41,336 shares of Series A Convertible Preferred Stock, 40,712 shares of Series C Convertible Preferred Stock, 43,440 shares of Series D Convertible Preferred Stock, 60,508 shares of Series E Convertible Preferred Stock, 61,344 shares of Series F Convertible Preferred Stock and 14,884 shares of Series G Convertible Preferred Stock.

5. BCIP Venture Associates-B ("BCIP Venture-B" and, together with BCV Fund 2009 and BCIP Venture, the "Bain Capital Venture Entities"), whose managing partner is Boylston, holds 3,848 shares of Common Stock, 31,755 shares of Seed Series Convertible Preferred Stock, 13,453 shares of Series A Convertible Preferred Stock, 2,946 shares of Series C Convertible Preferred Stock, 3,144 shares of Series D Convertible Preferred Stock, 4,379 shares of Series E Convertible Preferred Stock, 4,439 shares of Series F Convertible Preferred Stock and 1,077 shares of Series G Convertible Preferred Stock.

6. The governance, investment strategy and decision-making process with respect to the investments held by the Bain Capital Venture Entities is directed by the Executive Committee of BCVI, which consists of Enrique Salem and Ajay Agarwal. As a result, BCVI and Messrs. Salem and Agarwal may be deemed to share voting and dispositive power with respect to the securities held by the Bain Capital Venture Entities. BCVI and Messrs. Salem and Agarwal disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.

Remarks:

	Bain Capital Venture Investors, LLC, By: /s/ Scott Friend, Title: Managing Director	10/26/2021
	Bain Capital Venture Fund 2009, L.P., By: Bain Capital Venture Partners 2009, L.P., its general partner, By: Bain Capital Venture Investors, LLC, its general partner, By: /s/ Scott Friend, Title: Managing Director	10/26/2021
	Bain Capital Venture Partners 2009, L.P., By: Bain Capital Venture Investors, LLC, its general partner, By: /s/ Scott Friend, Title: Managing Director	10/26/2021
	BCIP Venture Associates, By: Boylston Coinvestors, LLC, its managing partner, By: /s/ Scott Friend, Title: Authorized Signatory	10/26/2021
	BCIP Venture Associates-B, By: Boylston Coinvestors, LLC, its managing partner, By: /s/ Scott Friend, Title: Authorized Signatory	10/26/2021
	/s/ Enrique T. Salem	10/26/2021
	/s/ Ajay Agarwal	10/26/2021
	** Signature of Reporting Person	Date
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