SEC Filing | Rent The Runway, Inc

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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^*

Highland Management Partners VIII Ltd

(Last)

(First)

(Middle)

C/O HIGHLAND CAPITAL PARTNERS

ONE BROADWAY, 16TH FLOOR

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/26/2021

3. Issuer Name and Ticker or Trading Symbol
Rent the Runway, Inc. [ RENT ]

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 A Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	38,906	⁽¹⁾	I	See Footnotes⁽²⁾⁽⁵⁾⁽⁶⁾
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	909,974	⁽¹⁾	I	See Footnotes⁽³⁾⁽⁵⁾⁽⁶⁾
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	2,509,453	⁽¹⁾	I	See Footnotes⁽⁴⁾⁽⁵⁾⁽⁶⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	2,541	⁽¹⁾	I	See Footnotes⁽²⁾⁽⁵⁾⁽⁶⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	59,422	⁽¹⁾	I	See Footnotes⁽³⁾⁽⁵⁾⁽⁶⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	163,867	⁽¹⁾	I	See Footnotes⁽⁴⁾⁽⁵⁾⁽⁶⁾
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	2,706	⁽¹⁾	I	See Footnotes⁽²⁾⁽⁵⁾⁽⁶⁾
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	63,285	⁽¹⁾	I	See Footnotes⁽³⁾⁽⁵⁾⁽⁶⁾
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	174,522	⁽¹⁾	I	See Footnotes⁽⁴⁾⁽⁵⁾⁽⁶⁾
Series E Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	1,962	⁽¹⁾	I	See Footnotes⁽²⁾⁽⁵⁾⁽⁶⁾
Series E Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	45,897	⁽¹⁾	I	See Footnotes⁽³⁾⁽⁵⁾⁽⁶⁾
Series E Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	126,571	⁽¹⁾	I	See Footnotes⁽⁴⁾⁽⁵⁾⁽⁶⁾
Series F Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	1,007	⁽¹⁾	I	See Footnotes⁽²⁾⁽⁵⁾⁽⁶⁾
Series F Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	23,542	⁽¹⁾	I	See Footnotes⁽³⁾⁽⁵⁾⁽⁶⁾
Series F Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	64,922	⁽¹⁾	I	See Footnotes⁽⁴⁾⁽⁵⁾⁽⁶⁾
Series G Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	763	⁽¹⁾	I	See Footnotes⁽²⁾⁽⁵⁾⁽⁶⁾
Series G Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	17,850	⁽¹⁾	I	See Footnotes⁽³⁾⁽⁵⁾⁽⁶⁾
Series G Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	49,225	⁽¹⁾	I	See Footnotes⁽⁴⁾⁽⁵⁾⁽⁶⁾
Series G Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	847,978	⁽¹⁾	I	See Footnote⁽⁷⁾

1. Name and Address of Reporting Person^*

Highland Management Partners VIII Ltd

(Last)

(First)

(Middle)

C/O HIGHLAND CAPITAL PARTNERS

ONE BROADWAY, 16TH FLOOR

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Highland Management Partners VIII Limited Partnership

(Last)

(First)

(Middle)

C/O HIGHLAND CAPITAL PARTNERS

ONE BROADWAY, 16TH FLOOR

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Highland Capital Partners VIII-B Limited Partnership

(Last)

(First)

(Middle)

C/O HIGHLAND CAPITAL PARTNERS

ONE BROADWAY, 16TH FLOOR

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Highland Capital Partners VIII-C Limited Partnership

(Last)

(First)

(Middle)

C/O HIGHLAND CAPITAL PARTNERS

ONE BROADWAY, 16TH FLOOR

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Highland Capital Partners VIII Limited Partnership

(Last)

(First)

(Middle)

C/O HIGHLAND CAPITAL PARTNERS

ONE BROADWAY, 16TH FLOOR

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Highland Leaders Fund I GP, L.P.

(Last)

(First)

(Middle)

C/O HIGHLAND CAPITAL PARTNERS

ONE BROADWAY, 16TH FLOOR

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Highland Leaders Fund I GP, LLC

(Last)

(First)

(Middle)

C/O HIGHLAND CAPITAL PARTNERS

ONE BROADWAY, 16TH FLOOR

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Highland Leaders Fund I, L.P.

(Last)

(First)

(Middle)

C/O HIGHLAND CAPITAL PARTNERS

ONE BROADWAY, 16TH FLOOR

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

Explanation of Responses:

1. Shares of the Issuer's preferred stock have no expiration date and are convertible at the holder's election into Issuer's Common Stock at a conversion ratio of 1-to-1. The preferred stock will automatically convert into shares of the Issuer's Common Stock, for no additional consideration, upon the closing of the Issuer's initial public offering.

2. These shares are held of record by Highland Capital Partners VIII-B Limited Partnership ("Highland Capital VIII-B").

3. These shares are held of record by Highland Capital Partners VIII-C Limited Partnership ("Highland Capital VIII-C").

4. These shares are held of record by Highland Capital Partners VIII Limited Partnership ("Highland Capital VIII").

5. Highland Management Partners VIII Limited ("HMP VIII Ltd") is the general partner of Highland Management Partners VIII Limited Partnership ("HMP VIII LP"), which is the general partner of each of Highland Capital VIII-B, Highland Capital VIII-C and Highland Capital VIII (collectively, the "Highland VIII Funds"). Robert Davis, Daniel Nova (a member of the Issuer's board of directors), Paul Maeder and Corey Mulloy (collectively, the "HMP VIII Directors") are the Directors of HMP VIII Ltd and may be deemed to have voting and dispositive power over the shares held by each of the Highland VIII Funds.

6. (Continued from Footnote 5) Each of the HMP VIII Directors, HMP VIII Ltd and HMP VIII LP disclaims beneficial ownership of the securities held by each of the Highland VIII Funds, except to the extent of their pecuniary interests therein, if any, and the filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, any of them is the beneficial owner of any securities reported herein.

7. These shares are held of record by Highland Leaders Fund I, L.P. ("HLF I"). The general partner of HLF I is Highland Leaders Fund I GP, L.P. ("HLF I GP LP"), whose general partner is Highland Leaders Fund I GP, LLC ("HLF I GP LLC"). Robert Davis, Daniel Nova (a member of the Issuer's board of directors), Paul Maeder, Corey Mulloy and Craig Driscoll (the "HLF I Managing Members") are the Managing Members of HLF I GP LLC and may be deemed to have voting and dispositive power over the shares held by HLF I. Each of HLF I GP LP, HLF I GP LLC, and the HLF I Managing Members disclaims beneficial ownership of the securities held by HLF I, except to the extent of their respective pecuniary interests therein, if any, and the filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, any of them is the beneficial owner of any securities reported herein.

Remarks:

Daniel J. Nova is a member of the Issuer's board of directors and files separate Section 16 reports.

	Highland Management Partners VIII Limited, By: /s/ Jessica Healey, Authorized Officer	10/26/2021
	Highland Management Partners VIII Limited Partnership, By: Highland Management Partners VIII Limited, By: /s/ Jessica Healey, Authorized Officer	10/26/2021
	Highland Capital Partners VIII-B Limited Partnership, By: Highland Management Partners VIII Limited Partnership, By: Highland Management Partners VIII Limited, By: /s/ Jessica Healey, Authorized Officer	10/26/2021
	Highland Capital Partners VIII-C Limited Partnership, By: Highland Management Partners VIII Limited Partnership, By: Highland Management Partners VIII Limited, By: /s/ Jessica Healey, Authorized Officer	10/26/2021
	Highland Capital Partners VIII Limited Partnership, By: Highland Management Partners VIII Limited Partnership, By: Highland Management Partners VIII Limited, By: /s/ Jessica Healey, Authorized Officer	10/26/2021
	Highland Leaders Fund I GP, LLC, By: /s/ Jessica Healey, Authorized Officer	10/26/2021
	Highland Leaders Fund I GP, L.P., By: Highland Leaders Fund I GP, LLC, By: /s/ Jessica Healey, Authorized Officer	10/26/2021
	Highland Leaders Fund I, L.P., By: Highland Leaders Fund I GP, L.P., By: Highland Leaders Fund I GP, LLC, By: /s/ Jessica Healey, Authorized Officer	10/26/2021
	** 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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