0000899243-21-001946.txt : 20210113 0000899243-21-001946.hdr.sgml : 20210113 20210113205344 ACCESSION NUMBER: 0000899243-21-001946 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210113 FILED AS OF DATE: 20210113 DATE AS OF CHANGE: 20210113 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Chandra Manish CENTRAL INDEX KEY: 0001839026 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39848 FILM NUMBER: 21527304 MAIL ADDRESS: STREET 1: C/O POSHMARK, INC. STREET 2: 203 REDWOOD SHORES PKWY 8TH FL CITY: REDWOOD CITY STATE: CA ZIP: 94065 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Poshmark, Inc. CENTRAL INDEX KEY: 0001825480 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 274827616 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 203 REDWOOD SHORES PARKWAY STREET 2: 8TH FLOOR CITY: REDWOOD CITY STATE: CA ZIP: 94065 BUSINESS PHONE: 650-262-4771 MAIL ADDRESS: STREET 1: 203 REDWOOD SHORES PARKWAY STREET 2: 8TH FLOOR CITY: REDWOOD CITY STATE: CA ZIP: 94065 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2021-01-13 0 0001825480 Poshmark, Inc. POSH 0001839026 Chandra Manish C/O POSHMARK, INC. 203 REDWOOD SHORES PARKWAY REDWOOD CITY CA 94065 1 1 0 0 President and CEO Common Stock 0.00 Common Stock 5400000 D Stock Option (Right to buy) 1.11 2025-12-14 Common Stock 85155 D Stock Option (Right to buy) 1.52 2027-05-08 Common Stock 394969 D Stock Option (Right to buy) 10.77 2029-01-14 Common Stock 500000 D Stock Option (Right to buy) 21.03 2030-09-16 Common Stock 195556 D Restricted Stock Units 0.00 2027-08-19 Common Stock 97778 D 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. 1/4th of the original 488,301 shares subject to the option vested and became exercisable on October 1, 2016 and the balance vested and became exercisable in 36 equal monthly installments thereafter. 1/4th of the original 614,969 shares subject to the option vested and became exercisable on May 9, 2018 and the balance vests and becomes exercisable in 36 equal monthly installments thereafter, subject to the Reporting Person's continued service to the Issuer through each such vesting date. 1/4th of the shares subject to the option vested and became exercisable on February 1, 2020 and the balance vests and becomes exercisable in 36 equal monthly installments thereafter, subject to the Reporting Person's continued service to the Issuer through each such vesting date. 1/4th of the shares subject to the option shall vest and become exercisable on April 1, 2021 and the balance vests and becomes exercisable in 12 quarterly installments thereafter, subject to the Reporting Person's continued service to the Issuer through each such vesting date. Restricted stock units are convertible into shares of Common Stock on a 1-for-1 basis. The units are subject to time- and performance-based vesting. The units shall satisfy the time-based vesting as to 25% of the units on April 1, 2021 and as to the remainder in 12 quarterly installments thereafter, subject to the Reporting Person's continued service to the Issuer through each such vesting date. The units shall only satisfy the performance-based vesting on the first to occur of (i) a sale event (as defined in the Issuer's 2011 Stock Option and Grant Plan (the "Plan")) or (ii) the Issuer's initial public offering (as defined in the Plan), in either case, prior to the expiration date of the grant. Exhibit 24 - Power of Attorney /s/ Evan Ferl, Attorney-in-Fact 2021-01-13 EX-24 2 attachment1.htm EX-24 DOCUMENT

                           LIMITED POWER OF ATTORNEY

        The undersigned hereby constitutes and appoints each of Anan Kashyap and
Evan Ferl, signing singly, and with full power of substitution, the
undersigned's true and lawful attorney-in-fact to:

        (1)     execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer and/or director of Poshmark, Inc. (the
"Company"), from time to time the following U.S. Securities and Exchange
Commission ("SEC") forms: (i) Form ID, including any attached documents, to
effect the assignment of codes to the undersigned to be used in the transmission
of information to the SEC using the EDGAR System; (ii) Form 3, Initial Statement
of Beneficial Ownership of Securities, including any attached documents; (iii)
Form 4, Statement of Changes in Beneficial Ownership of Securities, including
any attached documents; (iv) Form 5, Annual Statement of Beneficial Ownership of
Securities in accordance with Section 16(a) of the Securities Exchange Act of
1934, as amended, and the rules thereunder, including any attached documents;
(v) Schedule 13D and (vi) amendments of each thereof, in accordance with the
Securities Exchange Act of 1934, as amended, and the rules thereunder, including
any attached documents;

        (2)     do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute any such
Form 3, 4 or 5, Schedule 13D or any amendment(s) thereto, and timely file such
form(s) with the SEC and any securities exchange, national association or
similar authority; and

        (3)     take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may be of benefit
to, in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.

        The undersigned hereby grants to each such attorney-in-fact, acting
singly, full power and authority to do and perform any and every act and thing
whatsoever requisite, necessary or proper to be done in the exercise of any of
the rights and powers herein granted, as fully to all intents and purposes as
the undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this Power of Attorney and the
rights and powers herein granted.  The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 or Regulation 13D- G of
the Securities Exchange Act of 1934, as amended.  The undersigned hereby agrees
to indemnify the attorneys-in-fact and the Company from and against any demand,
damage, loss, cost or expense arising from any false or misleading information
provided by the undersigned to the attorneys-in-fact.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file such forms with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.  This Power of Attorney supersedes any prior power
of attorney in connection with the undersigned's capacity as an officer and/or
director of the Company.  This Power of Attorney shall expire as to any
individual attorney-in-fact if such attorney-in-fact ceases to be an executive
officer of, or legal counsel to the Company.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of December 29, 2020.

                                        /s/ Manish Chandra
                                        -------------------------------------
                                        Manish Chandra