Institutional Venture Management XVI Form 4 Change in insider ownership

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^*

Institutional Venture Management XVI, LLC

(Last) (First) (Middle)

3000 SAND HILL ROAD BLDG 2, SUITE 250

(Street)

MENLO PARK CA 94025

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
11/15/2021

4. 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 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	11/15/2021		C		3,730,160	A	(1)	3,730,160	I	Directly held by Institutional Venture Partners XV, L.P.(2)
Common Stock	11/15/2021		C		19,843	A	(1)	19,843	I	Directly held by Institutional Venture Partners XV Executive Fund, L.P.(3)
Common Stock	11/15/2021		C		3,749,997	A	(1)	3,749,997	I	Directly held by Institutional Venture Partners XVI, L.P.(4)
Series B Preferred Stock	11/15/2021		J(5)		207,232	D	(5)	0	I	Directly held by Institutional Venture Partners XV, L.P.(2)
Series B Preferred Stock	11/15/2021		J(5)		1,102	D	(5)	0	I	Directly held by Institutional Venture Partners XV Executive Fund, L.P.(3)
Series B Preferred Stock	11/15/2021		J(5)		208,383	D	(5)	0	I	Directly held by Institutional Venture Partners XVI, L.P.(4)

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
Series A Preferred Stock	(1)	11/15/2021		C			778,269	(1)	(1)	Common Stock	3,730,160	$0.00	0	I	Directly held by Institutional Venture Partners XV, L.P.(2)
Series A Preferred Stock	(1)	11/15/2021		C			4,140	(1)	(1)	Common Stock	19,843	$0.00	0	I	Directly held by Institutional Venture Partners XV Executive Fund, L.P.(3)
Series A Preferred Stock	(1)	11/15/2021		C			782,408	(1)	(1)	Common Stock	3,749,997	$0.00	0	I	Directly held by Institutional Venture Partners XVI, L.P.(4)

1. Name and Address of Reporting Person^*

Institutional Venture Management XVI, LLC

(Last) (First) (Middle)

3000 SAND HILL ROAD BLDG 2, SUITE 250

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Institutional Venture Management XV, LLC

(Last) (First) (Middle)

3000 SAND HILL ROAD BLDG 2, SUITE 250

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Institutional Venture Partners XVI, L.P.

(Last) (First) (Middle)

300 SAND HILL ROAD, BLDG 2, SUITE 250

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

Explanation of Responses:

1. Each share of Series A Preferred Stock automatically converted into shares of Common Stock upon the closing of the Issuer's initial public offering (the "IPO") for no additional consideration, on a 1:4.79289 basis, and had no expiration date.

2. Institutional Venture Management XV, LLC ("IVM XV") is the general partner of Institutional Venture Partners XV, L.P. ("IVP XV"). Todd C. Chaffee, Somesh Dash, Norman A. Fogelsong, Stephen J. Harrick, Jules A. Maltz, J. Sanford Miller and Dennis B. Phelps (collectively the "Managing Directors") and Eric Liaw are the managing directors of IVM XV and may be deemed to share voting and dispositive power over the shares held by IVP XV. Each of IVM XV and the Managing Directors disclaims beneficial ownership of these securities, except to the extent of its or his respective proportionate pecuniary interest therein. Mr. Liaw is a director of the Issuer and files separate Section 16 reports.

3. IVM XV is the general partner of Institutional Venture Partners XV Executive Fund, L.P. ("IVP XV-EF"). The Managing Directors and Eric Liaw are the managing directors of IVM XV and may be deemed to share voting and dispositive power over the shares held by IVP XV-EF. Each of IVM XV and the Managing Directors disclaims beneficial ownership of these securities, except to the extent of its or his respective proportionate pecuniary interest therein. Mr. Liaw is a director of the Issuer and files separate Section 16 reports.

4. Institutional Venture Management XVI, LLC ("IVM XVI") is the general partner of Institutional Venture Partners XVI, L.P. ("IVP XVI"). The Managing Directors and Eric Liaw are the managing directors of IVM XVI and may be deemed to share voting and dispositive power over the shares held by IVP XVI. Each of IVM XVI and the Managing Directors disclaims beneficial ownership of these securities, except to the extent of its or his respective proportionate pecuniary interest therein. Mr. Liaw is a director of the Issuer and files separate Section 16 reports.

5. The shares of Series B Preferred Stock were redeemed by the Issuer and extinguished for cash consideration upon closing of the IPO and had no expiration date.

Remarks:

2 of 2: The number of joint filers exceeds the EDGAR maximum of 10 joint filers per Form. This Form 4 is being filed in conjunction with a Form 4 being filed by Institutional Venture Management XV, LLC.

	/s/ Crystal Landsem, Attorney-in-Fact	11/18/2021
	** Signature of Reporting Person	Date
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