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*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 01/13/2021 | 3. Issuer Name and Ticker or Trading Symbol Poshmark, Inc. [ POSH ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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 | ||||
Stock Option (Right to Buy) | (1) | 11/19/2023 | Common Stock(2) | 181,137 | 0.41 | D | |
Stock Option (Right to Buy) | (3) | 09/17/2025 | Common Stock(2) | 100,000 | 1.11 | D | |
Stock Option (Right to Buy) | (4) | 05/08/2027 | Common Stock(2) | 153,742 | 1.52 | D | |
Stock Option (Right to Buy) | (5) | 01/14/2029 | Common Stock(2) | 80,000 | 10.77 | D | |
Restricted Stock Units(2) | (6) | 08/19/2027 | Common Stock(2) | 146,667 | 0.00 | D |
Explanation of Responses: |
1. 1/4th of the original 357,000 shares subject to the option vested and became exercisable on November 18, 2014 and the balance vested and became exercisable in 36 equal monthly installments thereafter. |
2. Immediately prior to the completion of the Issuer's initial public offering, each share of Common Stock shall be reclassified into one share of Class B Common Stock. |
3. 1/4th of the shares subject to the option vested and became exercisable on September 1, 2016 and the balance vested and became exercisable in 36 equal monthly installments thereafter. |
4. 1/4th of the shares subject to the option vested and became exercisable on May 9, 2018 and the balance vests and becomes exercisable in 36 equal monthly installments thereafter. |
5. 1/4th of the shares subject to the option vested and became exercisable on February 1, 2020 and the balance vests and becomes exercisable in 36 equal monthly installments thereafter. |
6. Restricted stock units are convertible into shares of Common Stock on a 1-for-1 basis. The units are subject to time- and performance-based vesting. The units shall satisfy the time-based vesting as to 25% of the units on April 1, 2021 and as to the remainder in 12 quarterly installments thereafter, subject to the Reporting Person's continued service to the Issuer through each such vesting date. The units shall only satisfy the performance-based vesting on the first to occur of (i) a sale event (as defined in the Issuer's 2011 Stock Option and Grant Plan (the "Plan")) or (ii) the Issuer's initial public offering (as defined in the Plan), in either case, prior to the expiration date of the grant. |
Remarks: |
Exhibit 24 - Power of Attorney |
/s/ Evan Ferl, Attorney-in-Fact | 01/13/2021 | |
** 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 5 (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. |