Bjork Fredrik Form 4 TheRealReal / Fredrik Bjork 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^*

Bjork Fredrik

(Last)

(First)

(Middle)

C/O THEREALREAL

55 FRANCISCO STREET

(Street)

SAN FRANCISCO

94133

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TheRealReal, Inc. [ REAL ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/24/2020

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/24/2020		M		7,033	A	$1.74	204,811	D
Common Stock	12/24/2020		S⁽¹⁾		7,033	D	$20.2448⁽²⁾	197,778	D
Common Stock	12/24/2020		M		7,033	A	$1.74	204,811	D
Common Stock	12/24/2020		S⁽¹⁾		7,033	D	$20.2476⁽²⁾	197,778	D
Common Stock	12/24/2020		M		2,616	A	$2.56	200,394	D
Common Stock	12/24/2020		S⁽¹⁾		2,616	D	$20.2712⁽³⁾	197,778	D
Common Stock	12/24/2020		M		401	A	$2.56	198,179	D
Common Stock	12/24/2020		S⁽¹⁾		401	D	$20.2455⁽⁴⁾	197,778	D
Common Stock	12/24/2020		M		14,066	A	$2.56	211,844	D
Common Stock	12/24/2020		S⁽¹⁾		14,066	D	$20.2455⁽⁵⁾	197,778	D
Common Stock	12/24/2020		M		13,450	A	$2.68	211,228	D
Common Stock	12/24/2020		S⁽¹⁾		13,450	D	$20.059⁽⁶⁾	197,778	D
Common Stock	12/24/2020		M		13,665	A	$2.68	211,443	D
Common Stock	12/24/2020		S⁽¹⁾		13,665	D	$20.2455⁽⁴⁾	197,778	D
Common Stock	12/24/2020		M		4,135	A	$2.68	201,913	D
Common Stock	12/24/2020		S⁽¹⁾		4,135	D	$20.059⁽⁶⁾	197,778	D
Common Stock	12/24/2020		M		7,934	A	$1.74	205,712	D
Common Stock	12/24/2020		S⁽¹⁾		7,934	D	$20.2712⁽³⁾	197,778	D
Common Stock	12/24/2020		S⁽¹⁾		20,602	D	$20.08⁽⁷⁾	177,176	D
Common Stock	12/24/2020		S⁽¹⁾		16,480	D	$20.24⁽⁸⁾	160,696	D
Common Stock	12/24/2020		S⁽¹⁾		16,480	D	$20.25⁽⁹⁾	144,216	D
Common Stock	12/24/2020		S⁽¹⁾		12,360	D	$20.27⁽¹⁰⁾	131,856	D
Common Stock	12/24/2020		S⁽¹⁾		8,240	D	$20.24⁽¹¹⁾	123,616	D
Common Stock	12/24/2020		S⁽¹⁾		8,240	D	$20.25⁽¹²⁾	115,376	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Incentive Stock Option (right to buy)	$1.74	12/24/2020		M			7,033	03/19/2015⁽¹³⁾	02/19/2025	Common Stock	7,033	$0.0	14,967	D
Incentive Stock Option (right to buy)	$1.74	12/24/2020		M			7,033	03/19/2015⁽¹³⁾	02/19/2025	Common Stock	7,033	$0.0	7,934	D
Incentive Stock Option (right to buy)	$1.74	12/24/2020		M			7,934	03/19/2015⁽¹³⁾	02/19/2025	Common Stock	7,934	$0.0	0	D
Incentive Stock Option (right to buy)	$2.56	12/24/2020		M			2,616	07/01/2017⁽¹⁴⁾	02/16/2027	Common Stock	2,616	$0.0	17,384	D
Incentive Stock Option (right to buy)	$2.56	12/24/2020		M			401	07/01/2017⁽¹⁴⁾	02/16/2027	Common Stock	401	$0.0	16,983	D
Incentive Stock Option (right to buy)	$2.56	12/24/2020		M			14,066	07/01/2017⁽¹⁴⁾	02/16/2027	Common Stock	14,066	$0.0	2,917	D
Incentive Stock Option (right to buy)	$2.68	12/24/2020		M			13,450	10/21/2017⁽¹⁵⁾	09/21/2027	Common Stock	13,450	$0.0	41,790	D
Incentive Stock Option (right to buy)	$2.68	12/24/2020		M			13,665	10/21/2017⁽¹⁵⁾	09/21/2027	Common Stock	13,665	$0.0	28,125	D
Non-Qualified Stock Option (right to buy)	$2.68	12/24/2020		M			4,135	10/21/2017⁽¹⁵⁾	09/21/2027	Common Stock	4,135	$0.0	0	D

Explanation of Responses:

1. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on November 25, 2019, as amended.

2. Represents the weighted average sales price. The shares were sold in multiple transactions at prices ranging from $19.87 to $20.66. Reporting Person undertakes to provide TheRealReal, Inc., any security holder of TheRealReal, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this Form 4.

3. Represents the weighted average sales price. The shares were sold in multiple transactions at prices ranging from $19.91 to $20.66. Reporting Person undertakes to provide TheRealReal, Inc., any security holder of TheRealReal, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this Form 4.

4. Represents the weighted average sales price. The shares were sold in multiple transactions at prices ranging from $19.77 to $20.75. Reporting Person undertakes to provide TheRealReal, Inc., any security holder of TheRealReal, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this Form 4.

5. Represents the weighted average sales price. The shares were sold in multiple transactions at prices ranging from $19.77 to $20.65. Reporting Person undertakes to provide TheRealReal, Inc., any security holder of TheRealReal, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this Form 4.

6. Represents the weighted average sales price. The shares were sold in multiple transactions at prices ranging from $20.00 to $20.32. Reporting Person undertakes to provide TheRealReal, Inc., any security holder of TheRealReal, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this Form 4.

7. Represents the weighted average sales price. The shares were sold in multiple transactions at prices ranging from $20.00 to $20.43. Reporting Person undertakes to provide TheRealReal, Inc., any security holder of TheRealReal, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this Form 4.

8. Represents the weighted average sales price. The shares were sold in multiple transactions at prices ranging from $19.77 to $20.72. Reporting Person undertakes to provide TheRealReal, Inc., any security holder of TheRealReal, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this Form 4.

9. Represents the weighted average sales price. The shares were sold in multiple transactions at prices ranging from $19.77 to $20.68. Reporting Person undertakes to provide TheRealReal, Inc., any security holder of TheRealReal, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this Form 4.

10. Represents the weighted average sales price. The shares were sold in multiple transactions at prices ranging from $19.89 to $20.66. Reporting Person undertakes to provide TheRealReal, Inc., any security holder of TheRealReal, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this Form 4.

11. Represents the weighted average sales price. The shares were sold in multiple transactions at prices ranging from $19.87 to $20.73. Reporting Person undertakes to provide TheRealReal, Inc., any security holder of TheRealReal, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this Form 4.

12. Represents the weighted average sales price. The shares were sold in multiple transactions at prices ranging from $19.87 to $20.69. Reporting Person undertakes to provide TheRealReal, Inc., any security holder of TheRealReal, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this Form 4.

13. This stock option is fully vested at the time of exercise.

14. This option vests in 48 substantially equal monthly installments beginning on July 1, 2017, subject to the reporting person's continuous service as of each vesting date and subject to acceleration upon certain events.

15. This option vests in 48 substantially equal monthly installments beginning on October 21, 2017, subject to the reporting person's continuous service as of each vesting date and subject to acceleration upon certain events.

	By: Matt Gustke For: Fredrik Bjork	12/28/2020
	** 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).
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.

Bjork Fredrik Form 4TheRealReal / Fredrik Bjork ownership change