0000899243-21-041656.txt : 20211026 0000899243-21-041656.hdr.sgml : 20211026 20211026210657 ACCESSION NUMBER: 0000899243-21-041656 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20211026 FILED AS OF DATE: 20211026 DATE AS OF CHANGE: 20211026 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KAPLAN BETH J CENTRAL INDEX KEY: 0001247154 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40958 FILM NUMBER: 211350375 MAIL ADDRESS: STREET 1: 1716 LOCUST STREET CITY: DES MOINES STATE: IA ZIP: 50309 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Rent the Runway, Inc. CENTRAL INDEX KEY: 0001468327 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-RETAIL STORES, NEC [5990] IRS NUMBER: 800376379 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 163 VARICK ST STREET 2: 4TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10013 BUSINESS PHONE: 212-206-1288 MAIL ADDRESS: STREET 1: 163 VARICK ST STREET 2: 4TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10013 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2021-10-26 0 0001468327 Rent the Runway, Inc. RENT 0001247154 KAPLAN BETH J C/O RENT THE RUNWAY, INC. 10 JAY STREET BROOKLYN NY 11201 1 0 0 0 Common Stock 207309 I See Footnote Common Stock 517562 D Stock Option (Right to Buy) 5.10 2025-03-09 Common Stock 55167 D Series D Preferred Stock Common Stock 145701 I See Footnote Series E Preferred Stock Common Stock 15212 I See Footnote Held Directly by Axcel Partners VIII, LLC. The Reporting Person is the managing member of Axcel Partners LLC, and may be deemed to have voting and dispositive power over the shares held by Axcel Partners VIII, LLC. Includes 20,640 restricted stock units ("RSUs"), each of which represents a contingent right to receive one share of the Issuer's Common Stock. The RSUs vest in six substantially equal quarterly installments commencing on November 1, 2021. The RSUs have no expiration date. The option is fully vested and exercisable. The shares of the Issuer's preferred stock have no expiration date and are convertible, at the holder's election, into the Issuer's Common Stock at a conversion ratio of 1-to-1. The preferred stock will automatically convert into shares of the Issuer's Common Stock, for no additional consideration, upon the closing of the Issuer's initial public offering. Exhibit 24.1 - Power of Attorney. /s/ Cara Schembri as Attorney-in-fact for Beth Kaplan 2021-10-26 EX-24.1 2 attachment1.htm EX-24.1 DOCUMENT

                                                                    Exhibit 24.1

                               POWER OF ATTORNEY

        With respect to holdings of and transactions in securities issued by
Rent the Runway, Inc. (the "Company"), the undersigned hereby constitutes and
appoints the individuals named on Schedule A attached hereto and as may be
amended from time to time, or any of them signing singly, with full power of
substitution and resubstitution, to act as the undersigned's true and lawful
attorney-in-fact to:

        1.  execute for and on behalf of the undersigned, Schedules 13D and 13G
            in accordance with Section 13 of the Securities Exchange Act of
            1934, as amended (the "Exchange Act"), and the rules thereunder, and
            Forms 3, 4, and 5 in accordance with Section 16 of the Exchange Act
            and the rules thereunder;

        2.  do and perform any and all acts for and on behalf of the undersigned
            which may be necessary or desirable to complete and execute any such
            Schedule 13D or 13G or Form 3, 4, or 5, complete and execute any
            amendment or amendments thereto, and timely file such schedule or
            form with the SEC and any stock exchange or similar authority; and

        3.  take any other action of any type whatsoever in connection with the
            foregoing which, in the opinion of such attorney-in-fact, may be of
            benefit to, in the best interest of, or legally required by, the
            undersigned, it being understood that the documents executed by such
            attorney-in-fact on behalf of the undersigned pursuant to this Power
            of Attorney shall be in such form and shall contain such terms and
            conditions as such attorney-in-fact may approve in such attorney-in-
            fact's discretion.

        The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution and resubstitution or revocation, hereby ratifying and confirming
all that such attorney-in-fact, or such attorneys-in-fact substitute or
substitutes, shall lawfully do or cause to be done by virtue of this Power of
Attorney and the rights and powers herein granted.

        The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 13 and Section 16 of the Exchange Act.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Schedule 13D and 13G and Forms 3, 4,
and 5 with respect to the undersigned's holdings of and transactions in
securities issued by the Company, unless earlier revoked by the undersigned in a
signed writing delivered to the foregoing attorneys-in-fact.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of September 25, 2021.

                                        /s/ Beth Kaplan
                                        ----------------------
                                        Beth Kaplan


                                   Schedule A

        Individuals Appointed as Attorney-in-Fact with Full Power of
Substitution and Resubstitution

1.  Cara Schembri
2.  Alla Berenshteyn