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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Poshmark, Inc. [ POSH ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 01/19/2021 | ||||||||||||||||||||||||||
4. 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 Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 B Preferred Stock | (1) | 01/19/2021 | C | 208,364 | (1) | (1) | Common Stock (Class B Common Stock)(2) | 208,364 | $0.00 | 0 | I | See Footnote(3) | |||
Series B-1 Preferred Stock | (1) | 01/19/2021 | C | 43,951 | (1) | (1) | Common Stock (Class B Common Stock)(2) | 43,951 | $0.00 | 0 | I | See Footnote(3) | |||
Series C Preferred Stock | (1) | 01/19/2021 | C | 66,650 | (1) | (1) | Common Stock (Class B Common Stock)(2) | 66,650 | $0.00 | 0 | I | See Footnote(3) | |||
Series C-1 Preferred Stock | (1) | 01/19/2021 | C | 40,805 | (1) | (1) | Common Stock (Class B Common Stock)(2) | 40,805 | $0.00 | 0 | I | See Footnote(3) | |||
Series D Preferred Stock | (1) | 01/19/2021 | C | 12,720 | (1) | (1) | Common Stock (Class B Common Stock)(2) | 12,720 | $0.00 | 0 | I | See Footnote(3) | |||
Series B Preferred Stock | (1) | 01/19/2021 | C | 5,274,894 | (1) | (1) | Common Stock (Class B Common Stock)(2) | 5,274,894 | $0.00 | 0 | I | See Footnote(4) | |||
Series B-1 Preferred Stock | (1) | 01/19/2021 | C | 1,112,663 | (1) | (1) | Common Stock (Class B Common Stock)(2) | 1,112,663 | $0.00 | 0 | I | See Footnote(4) | |||
Series C Preferred Stock | (1) | 01/19/2021 | C | 1,810,835 | (1) | (1) | Common Stock (Class B Common Stock)(2) | 1,810,835 | $0.00 | 0 | I | See Footnote(4) | |||
Series C-1 Preferred Stock | (1) | 01/19/2021 | C | 1,108,619 | (1) | (1) | Common Stock (Class B Common Stock)(2) | 1,108,619 | $0.00 | 0 | I | See Footnote(4) | |||
Series D Preferred Stock | (1) | 01/19/2021 | C | 345,578 | (1) | (1) | Common Stock (Class B Common Stock)(2) | 345,578 | $0.00 | 0 | I | See Footnote(4) | |||
Class B Common Stock(2) | (5) | 01/19/2021 | C | 372,490 | (5) | (5) | Class A Common Stock(5) | 372,490 | $0.00 | 372,490 | I | See Footnote(3) | |||
Class B Common Stock(2) | (5) | 01/19/2021 | C | 9,652,859 | (5) | (5) | Class A Common Stock(5) | 9,652,859 | $0.00 | 9,652,859 | I | See Footnote(4) | |||
Common Stock(2) | (2) | 01/19/2021 | C | 289,412 | (2) | (2) | Common Stock (Class B Common Stock)(2) | 289,412 | $0.00 | 0 | I | See Footnote(6) | |||
Common Stock(2) | (2) | 01/19/2021 | C | 4,706 | (2) | (2) | Common Stock (Class B Common Stock)(2) | 4,706 | $0.00 | 0 | I | See Footnote(7) | |||
Class B Common Stock(2) | (5) | 01/19/2021 | C | 289,412 | (5) | (5) | Class A Common Stock(5) | 289,412 | $0.00 | 289,412 | I | See Footnote(6) | |||
Class B Common Stock(2) | (5) | 01/19/2021 | C | 4,706 | (5) | (5) | Class A Common Stock(5) | 4,706 | $0.00 | 4,706 | I | See Footnote(7) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. Immediately prior to the closing of the Issuer's initial public offering, each share of Series B Preferred Stock, Series B-1 Preferred Stock, Series C Preferred Stock, Series C-1 Preferred Stock and Series D Preferred Stock (collectively, the "Preferred Stock") automatically converted into shares of the Issuer's Class B Common Stock on a one-for-one basis. The shares of Preferred Stock had no expiration date. |
2. Immediately prior to the closing of the Issuer's initial public offering, each share of Common Stock was reclassified into one share of Class B Common Stock. |
3. These shares are held by MMEF XI, L.P. MV Management XI, L.L.C. is the general partner of MMEF XI, L.P. and may be deemed to have voting and investment power over the shares held by MMEF XI, L.P., but MV Management XI, L.L.C. disclaims beneficial ownership of such shares, except to the extent of its proportionate pecuniary interest therein. |
4. These shares are held by Menlo Ventures XI, L.P. MV Management XI, L.L.C. is the general partner of Menlo Ventures XI, L.P. and may be deemed to shared voting and investment power over the shares held by Menlo Ventures XI, L.P., but MV Management XI, L.L.C. disclaims beneficial ownership of such shares, except to the extent of its proportionate pecuniary interest therein. |
5. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the Reporting Person. |
6. These shares are held by Menlo Special Opportunities Fund, L.P. MSOP GP, L.L.C. is the general partner of Menlo Special Opportunities Fund, L.P. and may be deemed to have voting and investment power over the shares held by Menlo Special Opportunities Fund, L.P., but MSOP GP, L.L.C. disclaims beneficial ownership of such shares, except to the extent of its proportionate pecuniary interest therein. |
7. These shares are held by MMSOP, L.P. MSOP GP, L.L.C. is the general partner MMSOP, L.P. and may be deemed to have voting and investment power over the shares held by MMSOP, L.P., but MSOP GP, L.L.C. disclaims beneficial ownership of such shares, except to the extent of its proportionate pecuniary interest therein. |
Remarks: |
MV Management XI, L.L.C., By: /s/ Venky Ganesan, Venky Ganesan, Managing Member | 01/21/2021 | |
MSOP GP, L.L.C., By: /s/ Venky Ganesan, Venky Ganesan, Managing Member | 01/21/2021 | |
MMEF XI, L.P., By: MV Management XI, L.L.C., its General Partner, By: /s/ Venky Ganesan, Venky Ganesan, Managing Member | 01/21/2021 | |
Menlo Ventures XI, L.P., By: MV Management XI, L.L.C., its General Partner, By: /s/ Venky Ganesan, Venky Ganesan, Managing Member | 01/21/2021 | |
Menlo Special Opportunities Fund, L.P., By: MSOP GP, L.L.C., its General Partner, By: /s/ Venky Ganesan, Venky Ganesan, Managing Member | 01/21/2021 | |
MMSOP, L.P., By: MSOP GP, L.L.C., its General Partner, By: /s/ Venky Ganesan, Venky Ganesan, Managing Member | 01/21/2021 | |
** 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 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. |