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 | ||||
Series C-1 Preferred Stock | (1) | (1) | Common Stock(2) | 4,656,685 | 0.00 | I | See Footnote(3) |
Series D Preferred Stock | (1) | (1) | Common Stock(2) | 288,012 | 0.00 | I | See Footnote(3) |
Series C-1 Preferred Stock | (1) | (1) | Common Stock(2) | 170,900 | 0.00 | I | See Footnote(4) |
Series D Preferred Stock | (1) | (1) | Common Stock(2) | 10,570 | 0.00 | I | See Footnote(4) |
Explanation of Responses: |
1. Immediately prior to the closing of the Issuer's initial public offering, each share of Series C-1 Preferred Stock and Series D Preferred Stock (collectively, the "Preferred Stock") shall automatically convert into one share of the Issuer's Common Stock, par value $0.0001 per share, on a one-for-one basis. The shares of Preferred Stock have no expiration date. |
2. Immediately prior to the closing of the Issuer's initial public offering, each share of Common Stock shall be reclassified into one share of Class B Common Stock. |
3. The shares are held directly by GGV Capital V L.P. The Reporting Person is a managing director of GGV Capital V L.L.C., which is the general partner of GGV Capital V L.P., and the Reporting Person may be deemed to share voting and investment powers with regard to the securities held directly by such entities. |
4. The shares are held directly by GGV Capital V Entrepreneurs Fund L.P. The Reporting Person is a Managing Partner of GGV Capital V L.L.C., which is the general partner of GGV Capital V Entrepreneurs Fund L.P., and the Reporting Person may be deemed to share voting and investment powers with regard to the securities held directly by such entities. |
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. |