SEC FORM 3

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^*

MV Management XI, L.L.C.

(Last)

(First)

(Middle)

2884 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/13/2021

3. Issuer Name and Ticker or Trading Symbol
Poshmark, Inc. [ POSH ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	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)

	Form filed by One Reporting Person
X	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)

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock⁽²⁾	208,364	$0.00	I	By MMEF XI, L.P.⁽³⁾
Series B-1 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock⁽²⁾	43,951	$0.00	I	By MMEF XI, L.P.⁽³⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock⁽²⁾	66,650	$0.00	I	By MMEF XI, L.P.⁽³⁾
Series C-1 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock⁽²⁾	40,805	$0.00	I	By MMEF XI, L.P.⁽³⁾
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock⁽²⁾	12,720	$0.00	I	By MMEF XI, L.P.⁽³⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock⁽²⁾	5,274,894	$0.00	I	By Menlo Ventures XI, L.P.⁽⁴⁾
Series B-1 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock⁽²⁾	1,112,663	$0.00	I	By Menlo Ventures XI, L.P.⁽⁴⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock⁽²⁾	1,810,835	$0.00	I	By Menlo Ventures XI, L.P.⁽⁴⁾
Series C-1 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock⁽²⁾	1,108,619	$0.00	I	By Menlo Ventures XI, L.P.⁽⁴⁾
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock⁽²⁾	345,578	$0.00	I	By Menlo Ventures XI, L.P.⁽⁴⁾
Common Stock⁽²⁾	⁽²⁾	⁽²⁾	Common Stock⁽²⁾	289,412	$0.00	I	By Menlo Special Opportunities Fund, L.P.⁽⁵⁾
Common Stock⁽²⁾	⁽²⁾	⁽²⁾	Common Stock⁽²⁾	4,706	$0.00	I	By MMSOP, L.P.⁽⁶⁾

1. Name and Address of Reporting Person^*

MV Management XI, L.L.C.

(Last)

(First)

(Middle)

2884 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

MMEF XI, L.P.

(Last)

(First)

(Middle)

2884 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK

95025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Menlo Ventures XI, L.P.

(Last)

(First)

(Middle)

2884 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Menlo Special Opportunities Fund, L.P.

(Last)

(First)

(Middle)

2884 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK

95025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

MMSOP, L.P.

(Last)

(First)

(Middle)

2884 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

MSOP GP, L.L.C.

(Last)

(First)

(Middle)

2884 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Each share of Series B Preferred Stock, Series B-1 Preferred Stock, Series C Preferred Stock, Series C-1 Preferred Stock and Series D Preferred Stock (collectively, the "Preferred Stock") shall automatically convert into one share of the Issuer's Common Stock, par value $0.0001 per share, on a one-for-one basis, immediately prior to the closing of the Issuer's initial public offering. The shares of Preferred Stock have no expiration date.

2. Immediately prior to the completion of the Issuer's initial public offering, each share of Common Stock shall be reclassified into one share of Class B Common Stock.

3. These shares are held by MMEF XI, L.P. MV Management XI, L.L.C. is the general partner of MMEF XI, L.P. and may be deemed to have voting and investment power over the shares held by MMEF XI, L.P., but MV Management XI, L.L.C. disclaims beneficial ownership of such shares, except to the extent of its proportionate pecuniary interest therein.

4. These shares are held by Menlo Ventures XI, L.P. MV Management XI, L.L.C. is the general partner of Menlo Ventures XI, L.P. and may be deemed to shared voting and investment power over the shares held by Menlo Ventures XI, L.P., but MV Management XI, L.L.C. disclaims beneficial ownership of such shares, except to the extent of its proportionate pecuniary interest therein.

5. These shares are held by Menlo Special Opportunities Fund, L.P. MSOP GP, L.L.C. is the general partner of Menlo Special Opportunities Fund, L.P. and may be deemed to have voting and investment power over the shares held by Menlo Special Opportunities Fund, L.P., but MSOP GP, L.L.C. disclaims beneficial ownership of such shares, except to the extent of its proportionate pecuniary interest therein.

6. These shares are held by MMSOP, L.P. MSOP GP, L.L.C. is the general partner MMSOP, L.P. and may be deemed to have voting and investment power over the shares held by MMSOP, L.P., but MSOP GP, L.L.C. disclaims beneficial ownership of such shares, except to the extent of its proportionate pecuniary interest therein.

Remarks:

	MV Management XI, L.L.C., By: /s/ Venky Ganesan, Name: Venky Ganesan, Its: Managing Member	01/13/2021
	MSOP GP, L.L.C., By: /s/ Venky Ganesan, Name: Venky Ganesan, Its: Managing Member	01/13/2021
	MMEF XI, L.P., By: MV Management XI, L.L.C., its General Partner, By: /s/ Venky Ganesan, Venky Ganesan, Managing Member	01/13/2021
	Menlo Ventures XI, L.P., By: MV Management XI, L.L.C., its General Partner, By: /s/ Venky Ganesan, Venky Ganesan, Managing Member	01/13/2021
	Menlo Special Opportunities Fund, L.P., By: MSOP GP, L.L.C., its General Partner, By: /s/ Venky Ganesan, Venky Ganesan, Managing Member	01/13/2021
	MMSOP, L.P., By: MSOP GP, L.L.C., its General Partner, By: /s/ Venky Ganesan, Venky Ganesan, Managing Member	01/13/2021
	** 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).
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