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*
Tam Sarah K

(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Merchant Officer
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 44,735(1) 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) (2) 03/09/2025 Common Stock 25,000 5.1 D
Stock Option (Right to Buy) (2) 09/12/2026 Common Stock 100,000 7.02 D
Stock Option (Right to Buy) (3) 07/02/2029 Common Stock 50,000 7.01 D
Stock Option (Right to Buy) (4) 03/24/2031 Common Stock 135,700 6.76 D
Explanation of Responses:
1. Reflects 27,960 restricted stock units ("RSUs"), each of which represents a contingent right to receive one share of the Issuer's Common Stock. The RSUs vest as to the underlying shares in 10 substantially equal quarterly installments commencing on November 1, 2021. The RSUs have no expiration date.
2. This option is fully vested and exercisable.
3. This option vests and becomes exercisable as to 25% of the underlying shares on July 3, 2020 and in 36 substantially equal monthly installments thereafter.
4. This option vests and becomes exercisable as to 25% of the underlying shares on March 1, 2022 and in 36 substantially equal monthly installments thereafter.
Remarks:
Exhibit 24.1 - Power of Attorney.
/s/ Cara Schembri as Attorney-in-fact for Sarah Tam 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.
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.