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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.    )*
 
RENT THE RUNWAY, INC.
(Name of Issuer)
 
Class A Common Stock, par value $0.001 per share
(Title of Class of Securities)
 
76010Y103
(CUSIP Number)
 
December 31, 2021
(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 # 76010Y103   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

 

3,949,669 shares of Class A Common Stock (A)

6

SHARED VOTING POWER

 

-0- shares of Class A Common Stock

7

SOLE DISPOSITIVE POWER

 

3,949,669 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

 

3,949,669 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

 

6.6% (A)

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

OO

       

(A) Please see Item 4.

 

 

 

 

CUSIP # 76010Y103   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

 

3,749,123 shares of Class A Common Stock (A)

6

SHARED VOTING POWER

 

-0- shares of Class A Common Stock

7

SOLE DISPOSITIVE POWER

 

3,749,123 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

 

3,749,123 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

 

6.2% (A)

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

PN

       

(A) Please see Item 4.

 

 

 

 

CUSIP # 76010Y103   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

 

2,815,128 shares of Class A Common Stock (A)

6

SHARED VOTING POWER

 

-0- shares of Class A Common Stock

7

SOLE DISPOSITIVE POWER

 

2,815,128 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

 

2,815,128 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

 

4.7% (A)

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

PN

       

(A) Please see Item 4.

 

 

 

 

CUSIP # 76010Y103   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

 

759,152 shares of Class A Common Stock (A)

6

SHARED VOTING POWER

 

-0- shares of Class A Common Stock

7

SOLE DISPOSITIVE POWER

 

759,152 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

 

759,152 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

 

1.3% (A)

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

PN

       

(A) Please see Item 4.

 

 

 

 

CUSIP # 76010Y103   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

 

174,843 shares of Class A Common Stock (A)

6

SHARED VOTING POWER

 

-0- shares of Class A Common Stock

7

SOLE DISPOSITIVE POWER

 

174,843 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

 

174,843 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 # 76010Y103   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

 

200,546 shares of Class A Common Stock (A)

6

SHARED VOTING POWER

 

-0- shares of Class A Common Stock

7

SOLE DISPOSITIVE POWER

 

200,546 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

 

200,546 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 # 76010Y103   Page 8 of 12

 

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.
   
Item 2(d) and 2(e). Title of Class of Securities and CUSIP Number
   
  Class A Common Stock, par value $0.001 per share (“Class A Common Stock”)
  CUSIP Number: 76010Y103

 

 

 

 

CUSIP # 76010Y103   Page 9 of 12

 

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 December 31, 2021 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 60,096,327 shares of Class A Common Stock outstanding as of December 7, 2021, as reported in the Form 10-Q filed by the Issuer with the Securities and Exchange Commission on December 10, 2021.

 

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 # 76010Y103   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 # 76010Y103   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: February 8, 2022

 

  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 # 76010Y103   Page 12 of 12

 

EXHIBIT

 

Exhibit  
Exhibit 99.1: Agreement of Joint Filing dated February 8, 2022.
Exhibit 99.2: Statement Appointing Designated Filer and Authorized Signatories dated February 14, 2019 (incorporated by reference to Exhibit 99.2 to the Schedule 13G relating to the Ordinary Shares of Spotify Technology S.A. filed on February 14, 2019).

 

 

 

EXHIBIT 99.1

 

Joint Filing Agreement

 

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A Common Stock, par value $0.001 per share, of Rent the Runway, Inc., a Delaware corporation, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

 

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of the 8th day of February, 2022.

 

  Technology Crossover Management VIII, Ltd.  
  a Cayman Islands exempted company  
       
  By: /s/ Frederic D. Fenton  
  Name: Frederic D. Fenton  
  Title: Authorized Signatory  

 

  Technology Crossover Management VIII, L.P.  
 

a Cayman Islands exempted limited partnership,
acting by its general partner

  
     
  Technology Crossover Management VIII, Ltd.  
  a Cayman Islands exempted company  
       
  By: /s/ Frederic D. Fenton  
  Name: Frederic D. Fenton  
  Title: Authorized Signatory  

 

  TCV VIII, L.P.  
 

a Cayman Islands exempted limited partnership,
acting by its general partner

  
     
  Technology Crossover Management VIII, L.P.,  
  a Cayman Islands exempted limited partnership, acting by its general partner  
     
  Technology Crossover Management VIII, Ltd.  
  a Cayman Islands exempted company  
       
  By: /s/ Frederic D. Fenton  
  Name: Frederic D. Fenton  
  Title: Authorized Signatory  
       

 

 

       
  TCV VIII (A), L.P.  
 

a Cayman Islands exempted limited partnership,
acting by its general partner

  
     
  Technology Crossover Management VIII, L.P.,  
  a Cayman Islands exempted limited partnership, acting by its general partner  
     
  Technology Crossover Management VIII, Ltd.  
  a Cayman Islands exempted company  
       
  By: /s/ Frederic D. Fenton  
  Name: Frederic D. Fenton  
  Title: Authorized Signatory  

 

  TCV VIII (B), L.P.  
 

a Cayman Islands exempted limited partnership,
acting by its general partner

  
     
  Technology Crossover Management VIII, L.P.,  
  a Cayman Islands exempted limited partnership, acting by its general partner  
     
  Technology Crossover Management VIII, Ltd.  
  a Cayman Islands exempted company  
       
  By: /s/ Frederic D. Fenton  
  Name: Frederic D. Fenton  
  Title: Authorized Signatory  

 

  TCV member fund, L.P.  
  a Cayman Islands exempted limited partnership,  
  acting by its general partner  
     
  Technology Crossover Management VIII, Ltd.  
  a Cayman Islands exempted company  
       
  By: /s/ Frederic D. Fenton  
  Name: Frederic D. Fenton  
  Title: Authorized Signatory