SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G (Rule 13d-102) |
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b) |
| (Amendment No. 1)* |
| RENT THE RUNWAY, INC. |
| (Name of Issuer) |
| Class A Common Stock, par value $0.001 per share |
| (Title of Class of Securities) |
| 76010Y202 |
| (CUSIP Number) |
| September 30, 2024 |
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
(Continued on following pages)
Page of 1 of 12
Exhibit Index on Page 12
| CUSIP # 76010Y202 | Page 2 of 12 |
| 1 | NAMES OF REPORTING PERSONS
Technology Crossover Management VIII, Ltd. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
| ||
| 3 | SEC USE ONLY
| ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
197,481 shares of Class A Common Stock (A) | |
| 6 | SHARED VOTING POWER
-0- shares of Class A Common Stock | ||
| 7 | SOLE DISPOSITIVE POWER
197,481 shares of Class A Common Stock (A) | ||
| 8 | SHARED DISPOSITIVE POWER
-0- shares of Class A Common Stock | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
197,481 shares of Class A Common Stock (A) |
||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.4% (A) | ||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | ||
(A) Please see Item 4.
| CUSIP # 76010Y202 | Page 3 of 12 |
| 1 | NAMES OF REPORTING PERSONS
Technology Crossover Management VIII, L.P. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
| ||
| 3 | SEC USE ONLY
| ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
187,454 shares of Class A Common Stock (A) | |
| 6 | SHARED VOTING POWER
-0- shares of Class A Common Stock | ||
| 7 | SOLE DISPOSITIVE POWER
187,454 shares of Class A Common Stock (A) | ||
| 8 | SHARED DISPOSITIVE POWER
-0- shares of Class A Common Stock | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
187,454 shares of Class A Common Stock (A) | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.1% (A) | ||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN | ||
(A) Please see Item 4.
| CUSIP # 76010Y202 | Page 4 of 12 |
| 1 | NAMES OF REPORTING PERSONS
TCV VIII, L.P. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
| ||
| 3 | SEC USE ONLY
| ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
140,756 shares of Class A Common Stock (A) | |
| 6 | SHARED VOTING POWER
-0- shares of Class A Common Stock | ||
| 7 | SOLE DISPOSITIVE POWER
140,756 shares of Class A Common Stock (A) | ||
| 8 | SHARED DISPOSITIVE POWER
-0- shares of Class A Common Stock | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
140,756 shares of Class A Common Stock (A) | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.9% (A) | ||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN | ||
(A) Please see Item 4.
| CUSIP # 76010Y202 | Page 5 of 12 |
| 1 | NAMES OF REPORTING PERSONS
TCV VIII (A), L.P. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
| ||
| 3 | SEC USE ONLY
| ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
37,957 shares of Class A Common Stock (A) | |
| 6 | SHARED VOTING POWER
-0- shares of Class A Common Stock | ||
| 7 | SOLE DISPOSITIVE POWER
37,957 shares of Class A Common Stock (A) | ||
| 8 | SHARED DISPOSITIVE POWER
-0- shares of Class A Common Stock | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 37,957 shares of Class A Common Stock (A) | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.0% (A) | ||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN | ||
(A) Please see Item 4.
| CUSIP # 76010Y202 | Page 6 of 12 |
| 1 | NAMES OF REPORTING PERSONS
TCV VIII (B), L.P. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
| ||
| 3 | SEC USE ONLY
| ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
8,741 shares of Class A Common Stock (A) | |
| 6 | SHARED VOTING POWER
-0- shares of Class A Common Stock | ||
| 7 | SOLE DISPOSITIVE POWER
8,741 shares of Class A Common Stock (A) | ||
| 8 | SHARED DISPOSITIVE POWER
-0- shares of Class A Common Stock | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,741 shares of Class A Common Stock (A) | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.2% (A) | ||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN | ||
(A) Please see Item 4.
| CUSIP # 76010Y202 | Page 7 of 12 |
| 1 | NAMES OF REPORTING PERSONS
TCV Member Fund, L.P. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
| ||
| 3 | SEC USE ONLY
| ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
10,027 shares of Class A Common Stock (A) | |
| 6 | SHARED VOTING POWER
-0- shares of Class A Common Stock | ||
| 7 | SOLE DISPOSITIVE POWER
10,027 shares of Class A Common Stock (A) | ||
| 8 | SHARED DISPOSITIVE POWER
-0- shares of Class A Common Stock | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,027 shares of Class A Common Stock (A) | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.3% (A) | ||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN | ||
(A) Please see Item 4.
| CUSIP # 76010Y202 | Page 8 of 12 |
Explanatory Note
This Amendment No. 1 amends and restates the Statement on Schedule 13G filed on February 8, 2022, and relates to the Reporting Persons’ (as defined herein) beneficial ownership of shares of Class A Common Stock, par value $0.001 per share (the “Class A Common Stock”) of the Issuer (as defined herein). The Reporting Persons’ current beneficial ownership of the Class A Common Stock is set forth on the cover pages hereto. On April 2, 2024, the Issuer effected a 1-for-20 reverse stock split (the “Reverse Stock Split”) of the Issuer’s issued and outstanding common stock. The CUSIP for the Class A Common Stock changed from 76010Y103 to 76010Y202. The amount of securities reported on this Schedule 13G/A has been adjusted to reflect the Reverse Stock Split.
| Item 1(a). | Name of Issuer |
| Rent the Runway, Inc. (the “Issuer”) | |
| Item 1(b). | Address of Issuer’s Principal Executive Offices |
| 10 Jay Street | |
| Brooklyn, NY 11201 | |
| Item 2(a). | Name of Persons Filing |
| This statement is being filed by (1) Technology Crossover Management VIII, Ltd., a Cayman Islands exempted company (“Management VIII”), (2) Technology Crossover Management VIII, L.P, a Cayman Islands exempted limited partnership (“TCM VIII”), (3) TCV VIII, L.P., a Cayman Islands exempted limited partnership (“TCV VIII”), (4) TCV VIII (A), L.P., a Cayman Islands exempted limited partnership (“TCV VIII (A)”), (5) TCV VIII (B), L.P., a Cayman Islands exempted limited partnership (“TCV VIII (B)”), and (6) TCV Member Fund, L.P., a Cayman Islands exempted limited partnership (“Member Fund”). The foregoing entities are collectively referred to herein as the “Reporting Persons.” | |
| Item 2(b). | Address of Principal Business Office |
| The mailing address for each of the Reporting Persons is: | |
| c/o TCV | |
| 250 Middlefield Road | |
| Menlo Park, California 94025 | |
| Item 2(c). | Citizenship |
| Management VIII is a Cayman Islands exempted company. Each of TCM VIII, TCV VIII, TCV VIII (A), TCV VIII (B) and Member Fund is a Cayman Islands exempted limited partnership. |
| CUSIP # 76010Y202 | Page 9 of 12 |
| Item 2(d) and 2(e). | Title of Class of Securities and CUSIP Number |
| Class A Common Stock, par value $0.001 per share | |
| CUSIP Number: 76010Y202 | |
| Item 3. | Not applicable. |
Item 4. Ownership
The responses of the Reporting Persons to Rows (5) through (9) and (11) of the cover pages of this Schedule 13G as of September 30, 2024 are incorporated herein by reference.
The information with respect to the percentage of Class A Common Stock beneficially owned by each Reporting Person is based on 3,652,722 shares of Class A Common Stock outstanding as of August 30, 2024, as reported in the Form 10-Q filed by the Issuer with the Securities and Exchange Commission on September 6, 2024.
Each of TCV VIII, TCV VIII (A), TCV VIII (B) and Member Fund (collectively, the “TCV Entities”) has the sole power to dispose or direct the disposition of the shares of Class A Common Stock that it holds directly and has the sole power to vote or direct the vote of such shares.
Management VIII, as the ultimate general partner of the TCV Entities, may be deemed to have the sole power to dispose or direct the disposition of the shares held by the TCV Entities and have the sole power to direct the vote of such shares of Class A Common Stock. TCM VIII, as the direct general partner of TCV VIII, TCV VIII (A) and TCV VIII (B) (collectively, the “TCV VIII Funds”), may also be deemed to have sole power to dispose or direct the disposition of the shares of Class A Common Stock held by the TCV VIII Funds and have the sole power to direct the vote of such shares of Class A Common Stock. Each of Management VIII and TCM VIII disclaims beneficial ownership of the shares of Class A Common Stock owned by the TCV Entities, except to the extent of their respective pecuniary interest therein.
The Reporting Persons may be deemed to be acting as a group in relation to their respective holdings in the Issuer but do not affirm the existence of any such group.
Except as set forth in this Item 4, each of the Reporting Persons disclaims beneficial ownership of any shares of Class A Common Stock owned beneficially or of record by any other Reporting Person.
| CUSIP # 76010Y202 | Page 10 of 12 |
| Item 5. | Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ¨.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
Not Applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person |
Not Applicable.
| Item 8. | Identification and Classification of Members of the Group |
See Item 4 above.
| Item 9. | Notice of Dissolution of Group |
Not Applicable.
| Item 10. | Certifications |
Not Applicable.
| CUSIP # 76010Y202 | Page 11 of 12 |
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.
Date: November 14, 2024
| Technology Crossover Management VIII, Ltd. | ||
| By: | /s/ Frederic D. Fenton | |
| Name: | Frederic D. Fenton | |
| Its: | Authorized Signatory | |
| Technology Crossover Management VIII, L.P. | ||
| By: | /s/ Frederic D. Fenton | |
| Name: | Frederic D. Fenton | |
| Its: | Authorized Signatory | |
| TCV VIII, L.P. | ||
| By: | /s/ Frederic D. Fenton | |
| Name: | Frederic D. Fenton | |
| Its: | Authorized Signatory | |
| TCV VIII (A), L.P. | ||
| By: | /s/ Frederic D. Fenton | |
| Name: | Frederic D. Fenton | |
| Its: | Authorized Signatory | |
| TCV VIII (B), L.P. | ||
| By: | /s/ Frederic D. Fenton | |
| Name: | Frederic D. Fenton | |
| Its: | Authorized Signatory | |
| TCV Member Fund, L.P. | ||
| By: | /s/ Frederic D. Fenton | |
| Name: | Frederic D. Fenton | |
| Its: | Authorized Signatory | |
| CUSIP # 76010Y202 | Page 12 of 12 |
EXHIBIT