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*
GGV Capital V L.L.C.

(Last) (First) (Middle)
3000 SAND HILL ROAD
BUILDING 4, SUITE 230

(Street)
MENLO PARK CA 94025

(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)
05/18/2021
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 05/18/2021 C 181,470 A (1) 181,470 I See Footnote(2)
Class A Common Stock 05/18/2021 C 4,944,697 A (1) 4,944,697 I See Footnote(3)
Class A Common Stock 08/27/2021 S 2,142 D $28.52(4) 179,328 I See Footnote(2)
Class A Common Stock 08/27/2021 S 58,353 D $28.52(4) 4,886,344 I See Footnote(3)
Class A Common Stock 08/30/2021 S 1,507 D $28.64(5) 177,821 I See Footnote(2)
Class A Common Stock 08/30/2021 S 41,059 D $28.64(5) 4,845,285 I See Footnote(3)
Class A Common Stock 08/30/2021 S 1,721 D $29.25(6) 176,100 I See Footnote(2)
Class A Common Stock 08/30/2021 S 46,907 D $29.25(6) 4,798,378 I See Footnote(3)
Class A Common Stock 08/31/2021 S 1,876 D $28.88(7) 174,224 I See Footnote(2)
Class A Common Stock 08/31/2021 S 51,120 D $28.88(7) 4,747,258 I See Footnote(3)
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 (1) 05/18/2021 C 181,470 (1) (1) Class A Common Stock 181,470 $0.00 0 I See Footnote(2)
Class B Common Stock (1) 05/18/2021 C 4,944,697 (1) (1) Class A Common Stock 4,944,697 $0.00 0 I See Footnote(3)
1. Name and Address of Reporting Person*
GGV Capital V L.L.C.

(Last) (First) (Middle)
3000 SAND HILL ROAD
BUILDING 4, SUITE 230

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GGV Capital V L.P.

(Last) (First) (Middle)
3000 SAND HILL ROAD
BUILDING 4, SUITE 230

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GGV Capital V Entrepreneurs Fund L.P.

(Last) (First) (Middle)
3000 SAND HILL ROAD
BUILDING 4, SUITE 230

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
Explanation of Responses:
1. Each share of Class B Common Stock was converted into one share of Class A Common Stock for no additional consideration at the option of the Reporting Person and had no expiration date.
2. These shares are held by GGV Capital V Entrepreneurs Fund L.P. GGV Capital V L.L.C. is the general partner of GGV Capital V Entrepreneurs Fund L.P. and may be deemed to have voting and dispositive power over the shares held by GGV Capital V Entrepreneurs Fund L.P. GGV Capital V L.L.C. disclaims beneficial ownership of such shares, except to the extent of its proportionate pecuniary interest therein.
3. These shares are held by GGV Capital V L.P. GGV Capital V L.L.C. is the general partner of GGV Capital V L.P. and may be deemed to have voting and dispositive power over the shares held by GGV Capital V L.P. GGV Capital V L.L.C. disclaims beneficial ownership of such shares, except to the extent of its proportionate pecuniary interest therein.
4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.80 to $28.76 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.85 to $28.83 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.85 to $29.50 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.47 to $29.19 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
Remarks:
GGV Capital V L.L.C., By: /s/ Hans Tung, Managing Director 08/31/2021
GGV Capital V L.P., By: GGV Capital V L.L.C., its General Partner, By: /s/ Hans Tung, Managing Director 08/31/2021
GGV Capital V Entrepreneurs Fund L.P., By: GGV Capital V L.L.C., its General Partner, By: /s/ Hans Tung, Managing Director 08/31/2021
** 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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