United States securities and exchange commission logo





                                January 12, 2021

       Manish Chandra
       Chief Executive Officer
       Poshmark, Inc.
       203 Redwood Shores Parkway, 8th Floor
       Redwood City, California 94065

                                                        Re: Poshmark, Inc.
                                                            Amendment No. 3 to
Registration Statement on Form S-1
                                                            Filed January 11,
2021
                                                            File No. 333-251427

       Dear Mr. Chandra:

             We have reviewed your amended registration statement and have the
following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our
January 8, 2021 letter.

       Amendment No. 3 to Registration Statement on Form S-1, filed January 11,
2021

       Poshmark Inc. Condensed Consolidated Balance Sheets, page F-36

   1.                                                   Your outstanding shares
of common stock on a pro forma basis as of September 30, 2020
                                                        do not appear to
include the common shares issuable upon the conversion of your $50
                                                        million of convertible
notes in connection with the offering. Please revise to include these
                                                        shares in your
outstanding pro forma common shares as of September 30, 2020.
       General

   2.                                                   We note your amended
disclosure throughout your filing that "[u]pon completion of this
                                                        offering, our executive
officers and directors, and their affiliates, will beneficially own, in
                                                        the aggregate,
approximately 18.9% of the voting power of our outstanding shares of
 Manish Chandra
Poshmark, Inc.
January 12, 2021
Page 2
      common stock." However, it appears from your beneficial ownership table
on page 139
      that executive directors, officers, and their affiliates will own a much
greater percentage of
      your voting power upon completion of the offering; in this regard, it is
unclear to us why
      you have excluded percentages owned by affiliates of your directors and
officers from
      your calculation of beneficial ownership. Specifically, it appears that
you have omitted
      the voting shares attributable to entities affiliated with Mayfield, even
though your
      footnote disclosure reflects that Navin Chaddha shares beneficial
ownership of the
      Mayfield shares. Therefore, please amend the disclosure throughout your
filing to reflect
      the percentage of ownership control of your executive officers and
directors, and their
      affiliates, as presented in your beneficial ownership table, or tell us
why you are not
      required to do so.
       You may contact Linda Cvrkel at (202) 551-3813 or Lyn Shenk at (202)
551-3380 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Katherine Bagley at (202) 551-2545 or Mara Ransom at (202) 551-3264
with any other
questions.



                                                             Sincerely,
FirstName LastNameManish Chandra
                                                             Division of
Corporation Finance
Comapany NamePoshmark, Inc.
                                                             Office of Trade &
Services
January 12, 2021 Page 2
cc:       Anthony J. McCusker
FirstName LastName