SEC Filing | Rent The Runway, Inc

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SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BAIN CAPITAL VENTURE INVESTORS, LLC

(Last)

(First)

(Middle)

200 CLARENDON STREET

(Street)

BOSTON

02116

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/29/2021

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/29/2021		C		3,992,000	A	⁽¹⁾	4,475,732	I	See footnotes⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾
Common Stock	10/29/2021		C		1,691,175	A	⁽¹⁾	6,166,907	I	See footnotes⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾
Common Stock	10/29/2021		C		370,369	A	⁽¹⁾	6,537,276	I	See footnotes⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾
Common Stock	10/29/2021		C		395,193	A	⁽¹⁾	6,932,469	I	See footnotes⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾
Common Stock	10/29/2021		C		550,469	A	⁽¹⁾	7,482,938	I	See footnotes⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾
Common Stock	10/29/2021		C		558,074	A	⁽¹⁾	8,041,012	I	See footnotes⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾
Common Stock	10/29/2021		C		135,406	A	⁽¹⁾	8,176,418	I	See footnotes⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾
Common Stock	10/29/2021		J⁽²⁾		8,176,418	D	⁽²⁾	0	I	See footnotes⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾
Class A Common Stock	10/29/2021		J⁽²⁾		8,176,418	A	⁽²⁾	8,176,418	I	See footnotes⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Seed Series Convertible Preferred Stock	⁽¹⁾	10/29/2021		C			3,992,000	⁽¹⁾	⁽¹⁾	Common Stock	3,992,000	⁽¹⁾	0	I	See footnotes⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾
Series A Convertible Preferred Stock	⁽¹⁾	10/29/2021		C			1,691,175	⁽¹⁾	⁽¹⁾	Common Stock	1,691,175	⁽¹⁾	0	I	See footnotes⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾
Series C Convertible Preferred Stock	⁽¹⁾	10/29/2021		C			370,369	⁽¹⁾	⁽¹⁾	Common Stock	370,369	⁽¹⁾	0	I	See footnotes⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾
Series D Convertible Preferred Stock	⁽¹⁾	10/29/2021		C			395,193	⁽¹⁾	⁽¹⁾	Common Stock	395,193	⁽¹⁾	0	I	See footnotes⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾
Series E Convertible Preferred Stock	⁽¹⁾	10/29/2021		C			550,469	⁽¹⁾	⁽¹⁾	Common Stock	550,469	⁽¹⁾	0	I	See footnotes⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾
Series F Convertible Preferred Stock	⁽¹⁾	10/29/2021		C			558,074	⁽¹⁾	⁽¹⁾	Common Stock	558,074	⁽¹⁾	0	I	See footnotes⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾
Series G Convertible Preferred Stock	⁽¹⁾	10/29/2021		C			135,406	⁽¹⁾	⁽¹⁾	Common Stock	135,406	⁽¹⁾	0	I	See footnotes⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾

1. Name and Address of Reporting Person^*

BAIN CAPITAL VENTURE INVESTORS, LLC

(Last)

(First)

(Middle)

200 CLARENDON STREET

(Street)

BOSTON

02116

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Bain Capital Venture Fund 2009, L.P.

(Last)

(First)

(Middle)

200 CLARENDON STREET

(Street)

BOSTON

02116

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Bain Capital Venture Partners 2009, L.P.

(Last)

(First)

(Middle)

200 CLARENDON STREET

(Street)

BOSTON

02116

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BCIP Venture Associates

(Last)

(First)

(Middle)

200 CLARENDON STREET

(Street)

BOSTON

02116

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BCIP VENTURE ASSOCIATES-B

(Last)

(First)

(Middle)

200 CLARENDON STREET

(Street)

BOSTON

02116

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Salem Enrique T

(Last)

(First)

(Middle)

C/O BAIN CAPITAL VENTURE INVESTORS

200 CLARENDON STREET

(Street)

BOSTON

02116

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Agarwal Ajay

(Last)

(First)

(Middle)

C/O BAIN CAPITAL VENTURE INVESTORS

200 CLARENDON STREET

(Street)

BOSTON

02116

(City)

(State)

(Zip)

Explanation of Responses:

1. Each share of Seed Series, Series A, Series C, Series D, Series E, Series F and Series G Convertible Preferred Stock automatically converted into Common Stock on a 1-for-1 basis immediately prior to the closing of the Issuer's initial public offering (the "Conversion"). These shares had no expiration date.

2. Pursuant to a reclassification exempt under Rule 16b-7, each share of Common Stock was reclassified into one share of Class A Common Stock upon the closing of the Issuer's initial public offering (the "Reclassification").

3. Bain Capital Venture Investors, LLC ("BCVI") is the general partner of Bain Capital Venture Partners 2009, L.P. ("BCV Partners 2009"), which is the general partner of Bain Capital Venture Fund 2009, L.P. ("BCV Fund 2009"). As a result, BCV Partners 2009 may be deemed to share voting and dispositive power with respect to the securities held by BCV Fund 2009. BCV Partners 2009 disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.

4. (Continued from footnote 3) In the Conversion, the 3,808,891 shares of Seed Series Convertible Preferred Stock, 1,636,386 shares of Series A Convertible Preferred Stock, 326,711 shares of Series C Convertible Preferred Stock, 348,609 shares of Series D Convertible Preferred Stock, 485,582 shares of Series E Convertible Preferred Stock, 492,291 shares of Series F Convertible Preferred Stock and 119,445 shares of Series G Convertible Preferred Stock held by BCV Fund 2009 automatically converted into an aggregate of 7,217,915 shares of Common Stock. Following the Conversion, BCV Fund 2009 held 7,644,627 shares of Common Stock, which were automatically reclassified into 7,644,627 shares of Class A Common Stock in the Reclassification.

5. In the Conversion, the 151,354 shares of Seed Series Convertible Preferred Stock, 41,336 shares of Series A Convertible Preferred Stock, 40,712 shares of Series C Convertible Preferred Stock, 43,440 shares of Series D Convertible Preferred Stock, 60,508 shares of Series E Convertible Preferred Stock, 61,344 shares of Series F Convertible Preferred Stock and 14,884 shares of Series G Convertible Preferred Stock held by BCIP Venture Associates ("BCIP Venture"), whose managing partner is Boylston Coinvestors, LLC ("Boylston"), automatically converted into an aggregate of 413,578 shares of Common Stock. Following the Conversion, BCIP Venture held 466,750 shares of Common Stock, which were automatically reclassified into 466,750 shares of Class A Common Stock in the Reclassification.

6. In the Conversion, the 31,755 shares of Seed Series Convertible Preferred Stock, 13,453 shares of Series A Convertible Preferred Stock, 2,946 shares of Series C Convertible Preferred Stock, 3,144 shares of Series D Convertible Preferred Stock, 4,379 shares of Series E Convertible Preferred Stock, 4,439 shares of Series F Convertible Preferred Stock and 1,077 shares of Series G Convertible Preferred Stock held by BCIP Venture Associates-B ("BCIP Venture-B" and, together with BCV Fund 2009 and BCIP Venture, the "Bain Capital Venture Entities"), whose managing partner is Boylston, automatically converted into an aggregate of 61,193 shares of Common Stock. Following the Conversion, BCIP Venture-B held 65,041 shares of Common Stock, which were automatically reclassified into 65,041 shares of Class A Common Stock in the Reclassification.

7. The governance, investment strategy and decision-making process with respect to the investments held by the Bain Capital Venture Entities is directed by the Executive Committee of BCVI, which consists of Enrique Salem and Ajay Agarwal. As a result, BCVI and Messrs. Salem and Agarwal may be deemed to share voting and dispositive power with respect to the securities held by the Bain Capital Venture Entities. BCVI and Messrs. Salem and Agarwal disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.

Remarks:

	Bain Capital Venture Investors, LLC, By: /s/ Scott Friend, Title: Managing Director	11/02/2021
	Bain Capital Venture Fund 2009, L.P., By: Bain Capital Venture Partners 2009, L.P., its general partner, By: Bain Capital Venture Investors, LLC, its general partner, By: /s/ Scott Friend, Title: Managing Director	11/02/2021
	Bain Capital Venture Partners 2009, L.P., By: Bain Capital Venture Investors, LLC, its general partner, By: /s/ Scott Friend, Title: Managing Director	11/02/2021
	BCIP Venture Associates, By: Boylston Coinvestors, LLC, its managing partner, By: /s/ Scott Friend, Title: Authorized Signatory	11/02/2021
	BCIP Venture Associates-B, By: Boylston Coinvestors, LLC, its managing partner, By: /s/ Scott Friend, Title: Authorized Signatory	11/02/2021
	/s/ Enrique T. Salem	11/02/2021
	/s/ Ajay Agarwal	11/02/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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