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*
KAPLAN BETH J

(Last) (First) (Middle)
C/O RENT THE RUNWAY, INC.
10 JAY STREET

(Street)
BROOKLYN NY 11201

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
10/26/2021
3. Issuer Name and Ticker or Trading Symbol
Rent the Runway, Inc. [ RENT ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
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)
Common Stock 207,309 I See Footnote(1)
Common Stock 517,562(2) D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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) (3) 03/09/2025 Common Stock 55,167 5.1 D
Series D Preferred Stock (4) (4) Common Stock 145,701 (4) I See Footnote(1)
Series E Preferred Stock (4) (4) Common Stock 15,212 (4) I See Footnote(1)
Explanation of Responses:
1. 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.
2. 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.
3. The option is fully vested and exercisable.
4. 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.
Remarks:
Exhibit 24.1 - Power of Attorney.
/s/ Cara Schembri as Attorney-in-fact for Beth Kaplan 10/26/2021
** 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.
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