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*
Inventus Capital Partners Fund I LP

(Last) (First) (Middle)
1325 HOWARD STREET, SUITE 244

(Street)
BURLINGAME CA 94010

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Poshmark, Inc. [ POSH ]
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)
07/12/2021
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
Class A Common Stock 07/12/2021 C(1) 3,710,090 A $0.00 3,710,090 I See Footnote(2)
Class A Common Stock 07/12/2021 C(1) 2,153,377 A $0.00 2,153,377 I See Footnote(3)
Class A Common Stock 07/12/2021 C(1) 915,651 A $0.00 915,651 I See Footnote(4)
Class A Common Stock 07/12/2021 J(5) 3,644,551 D $0.00 65,539 I See Footnote(2)
Class A Common Stock 07/12/2021 J(6) 2,153,377 D $0.00 0 I See Footnote(3)
Class A Common Stock 07/12/2021 J(7) 909,097 D $0.00 6,554 I See Footnote(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
Class B Common Stock (8) 07/12/2021 C(1) 3,710,090 (8) (8) Class A Common Stock(8) 3,710,090 $0.00 0 I See Footnote(2)
Class B Common Stock (8) 07/12/2021 C(1) 2,153,377 (8) (8) Class A Common Stock(8) 2,153,377 $0.00 0 I See Footnote(3)
Class B Common Stock (8) 07/12/2021 C(1) 915,651 (8) (8) Class A Common Stock(8) 915,651 $0.00 0 I See Footnote(4)
1. Name and Address of Reporting Person*
Inventus Capital Partners Fund I LP

(Last) (First) (Middle)
1325 HOWARD STREET, SUITE 244

(Street)
BURLINGAME CA 94010

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
INVENTUS CAPITAL PARTNERS FUND II, LTD.

(Last) (First) (Middle)
1325 HOWARD STREET, SUITE 244

(Street)
BURLINGAME CA 94010

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
INVENTUS CAPITAL CO-INVEST ANNEX FUND I, L.P.

(Last) (First) (Middle)
1325 HOWARD STREET, SUITE 244

(Street)
BURLINGAME CA 94010

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Represents the conversion, on a one-for-one basis, of Class B Common Stock into Class A Common Stock.
2. The securities are held by Inventus Capital Partners Fund I L.P., a Cayman Islands Exempted Limited Partnership, or ICP I. Inventus Capital Master Management I, Ltd, a Cayman Islands Exempted Limited Partnership, or ICPMM I, is the general partner of Inventus Capital Management I, L.P., a Cayman Islands Exempted Limited Partnership, or ICPM I, which is the general partner of ICP I. John Dougery, Jr and Kanwal Rekhi are the directors of ICPMM I and ICPM II, and the managing members of ICPM Annex. As a result, each of the foregoing entities and individuals may be deemed to share beneficial ownership of the shares respectively owned by ICP I, ICP II, and ICP Annex, but each of the individuals disclaims such beneficial ownership, except to the extent of his or her proportionate pecuniary interest therein.
3. The securities are held by Inventus Capital Partners Fund II Ltd., or ICP II. Inventus Capital Management II, Ltd, or ICPM II, is the General Partner of ICP II. John Dougery, Jr and Kanwal Rekhi are the directors of ICPMM I and ICPM II, and the managing members of ICPM Annex. As a result, each of the foregoing entities and individuals may be deemed to share beneficial ownership of the shares respectively owned by ICP I, ICP II, and ICP Annex, but each of the individuals disclaims such beneficial ownership, except to the extent of his or her proportionate pecuniary interest therein.
4. The securities are held by Inventus Capital Co-Invest Annex Fund I L.P., a Delaware Limited Partnership, or ICP Annex. Inventus Capital Co-Invest Annex Management I, LLC, or ICPM Annex I, is the general partner of ICP Annex. John Dougery, Jr and Kanwal Rekhi are the directors of ICPMM I and ICPM II, and the managing members of ICPM Annex. As a result, each of the foregoing entities and individuals may be deemed to share beneficial ownership of the shares respectively owned by ICP I, ICP II, and ICP Annex, but each of the individuals disclaims such beneficial ownership, except to the extent of his or her proportionate pecuniary interest therein.
5. ICP I made a pro rata distribution for no consideration of an aggregate of 3,644,551 shares of Class A Common Stock to its general and limited partners.
6. ICP II made a pro rata distribution for no consideration of an aggregate of 2,153,377 shares of Class A Common Stock to its general and limited partners.
7. ICP Annex made a pro rata distribution for no consideration of an aggregate of 909,097 shares of Class A Common Stock to its general and limited partners.
8. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the Reporting Person.
Remarks:
/s/ John Dougery, Jr., General Partner 07/14/2021
/s/ John Dougery, Jr., General Partner 07/14/2021
/s/ John Dougery, Jr., General Partner 07/14/2021
** 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).
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