United States securities and exchange commission logo

                                August 13, 2021

       Jennifer Y. Hyman
       Chief Executive Officer
       Rent the Runway, Inc.
       10 Jay Street
       Brooklyn, New York 11201

                                                        Re: Rent the Runway,
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted July 16,
                                                            CIK No. 0001468327

       Dear Ms. Hyman:

              We have reviewed your draft registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional

       Draft Registration Statement on Form S-1 Submitted July 16, 2021

       Prospectus Cover

   1.                                                   Please revise the
disclosure on your prospectus cover and in your prospectus summary
                                                        regarding the ownership
of your Class B common stock to clarify that your founders,
                                                        executive officers,
directors, and their affiliates will hold Class B common stock, as you
                                                        have disclosed in your
risk factors.
       Risk Factors, page 20

   2.                                                   We note your disclosure
on page 161 that your Amended Charter will waive the corporate
                                                        opportunity doctrine
with respect to your non-employee directors. Please provide risk
                                                        factor disclosure
related to the conflicts of interest and any other risks to investors related
 Jennifer Y. Hyman
Rent the Runway, Inc.
August 13, 2021
Page 2
         to this provision.
Our Amended Charter will designate the Court of Chancery of the State of
Delaware..., page 64

3.       We note your disclosure that your exclusive forum provision will
require Securities Act
         claims to be litigated in U.S. federal court, yet you also note that
Section 22 of the
         Securities Act creates concurrent jurisdiction for federal and state
courts over all
         Securities Act claims. Please revise your disclosure to state that
there is uncertainty as to
         whether a court would enforce such provision, given this concurrent
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page

4.       With a view to helping investors understand your total, active and
paused subscriber
         numbers, please clarify the durations for which customers are
permitted to pause their
         subscriptions, and whether the terms of your paused subscriber program
         have changed over the years, including in response to the COVID-19
pandemic. For
         example, we note that you disclose that in response to the COVID-19
pandemic you
            [m]ade it easy for customers to pause, rather than cancel, their
subscriptions to encourage
         retention during the COVID-19 pandemic;    however, it is unclear if
you extended the
         time customers could pause their subscriptions. In addition, tell us
whether management
         tracks paused subscribers, and what consideration you gave to
disclosing any related
         metrics in the filing.
Key Factors Affecting Our Performance
Subscribers and Customers, page 82

5.       We note that your growth is in part dependent on retaining existing
customers and that
         you "assess the strong retention of [y]our subscribers and customers
by analyzing the
         individual performance of [y]our historical customer cohorts over
time." However, it is
         not clear from your current presentation how customer retention is
reflected. Please
         quantify the number of customers comprising each cohort for each year
presented and the
         retention by cohort by year. In your presentation of Subscriber
Cohorts, please quantify
         the number of current and previous subscribers and tell us why you
have not included the
         2016 and 2017 cohorts that you have included in the Cumulative Revenue
Per Customer
         By Cohort graph on page 83.

6.     Please balance your subscriber cohort discussion with a discussion of
       cancellations, or tell us why this not material information. Please
discuss any known
       trends or uncertainties regarding customer retention and subscription
cancellation that
FirstName LastNameJennifer Y. Hyman
       have had or that you reasonably expect will have a material favorable or
Comapany    NameRent
       impact          the Runway,
               on net sales           Inc.or income from continuing operations.
See Item
                            or revenues
August303(b)(2)(ii) of 2Regulation S-K.
        13, 2021 Page
FirstName LastName
 Jennifer Y. Hyman
FirstName  LastNameJennifer  Y. Hyman
Rent the Runway, Inc.
August  13, NameRent
            2021      the Runway, Inc.
Page 3 13, 2021 Page 3
FirstName LastName
Impact of COVID-19 on Our Business, page 85

7.       We note your disclosure that consumer demand decreases were closely
tied to COVID-19
         positivity rates and social distancing and shelter-at-home
restrictions and that as COVID-
         19 restrictions have been relaxed and virus positivity rates have
declined, you have seen
         increased demand for your offerings. Please discuss if, and to what
extent, the recent rise
         in positivity rates due to circulation of the Delta variant has
changed management   s
         expectations with respect to demand for your offerings.
Agility and Resilience During COVID-19, page 86

8.       Given the significant reduction in your operating expenses and
workforce in response to
         the COVID-19 pandemic, please discuss whether management expects
         meeting the expected increased demand for your offerings.
Key Business and Financial Metrics, page 88

9.       Please balance your discussion of your key business and financial
metrics by identifying
         material risks or limitations in using those particular metrics, as
10.      In an appropriate place in your prospectus, clearly define the term
"total subscribers," and
         tell us whether the term includes those who initially subscribe and
cancel within the same
         fiscal year, but cancel prior to the last day of that year.
Non-GAAP Financial Metrics
Adjusted EBITDA, page 94

11.      Please tell us how you determined that the write-off of liquidated
assets is not a normal,
         recurring cash operating cost since this appears to represent the
remaining capitalized
         costs for products sold at the end of their lifecycle. Refer to
Question 100.01 of the SEC
         Staff's Compliance and Disclosure Interpretations on Non-GAAP
Financial Measures.
Quantitative and Qualitative Disclosure About Market Risk, page 98

12.      Please revise your discussion of your exposure to interest rate risk
so that it is presented in
         one of the suggested formats outlined in Item 305(a)(1) of Regulation
Share-Based Compensation, page 100

13.      Your disclosure on page 100 indicates that certain RSUs will vest only
upon satisfaction
         of both time-based service and performance-based conditions. You also
indicate that in
         the period in which a qualifying event, such as an initial public
offering becomes
         probable, you will record a cumulative one-time share-based
compensation expense
         determined using the grant-date fair values. Please revise to disclose
the amount of
         compensation expense that will be recognized in your financial
statements once your
         initial public offering is determined to be probable.
 Jennifer Y. Hyman
Rent the Runway, Inc.
August 13, 2021
Page 4
Business, page 102

14.      Where you present certain business metrics in this section, please
include figures for both
         fiscal years 2019 and 2020. For example, you disclose that in fiscal
year 2019, you were
         in the top 30% of distribution partners, by revenue, for 64% of your
brands, but you do
         not provide comparable disclosure for 2020. This is just one example.
Trends in Our Favor, page 104

15.      Please balance this disclosure with disclosure regarding the trends
that may continue as a
         result of the COVID-19 pandemic. For example, you disclose on page 26
that as a result
         of changes to daily life due to the COVID-19 pandemic, including
increased rates of
         working remotely from home, many customers    demand for a variety of
apparel was, and
         in the future may be, reduced or eliminated.
Our Unique Brand Partner Approach, page 112

16.      We note your disclosure that you are shifting to acquire more products
through Share by
         RTR and Exclusive Designs and that you sourced approximately 54% of
your products
         from Share by RTR and Exclusive Designs in fiscal year 2020 compared
to 26% in fiscal
         year 2019. Please include more detailed disclosure regarding the
general revenue sharing
         arrangements with your brand partners under these sourcing strategies
and how the shift to
         revenue sharing may impact your revenues in future periods.
Our Technology and Logistics Advantage, page 117

17.      We note your disclosure on page 33 that the substantial majority of
your inbound
         shipments from customers are currently returned through a single
vendor. Please disclose
         whether you have any agreements with that vendor, the material terms
of any agreement,
         and file the agreement as an exhibit to the registration statement.
Alternatively, please tell
         us why you are not required to do so. Refer to Item 601(b)(10) of
Regulation S-K.
Rent The Runway, Inc. Consolidated Financial Statements
Notes to Consolidated Financial Statements
11. Redeemable Preferred Stock, page F-30

18.    Your disclosure in Note 11 indicates that you have various series of
       redeemable preferred shares that have carrying values which differ from
their liquidation
       values as of January 31, 2021. Please revise your financial statements
to explain how you
FirstName LastNameJennifer Y. Hyman
       plan to account for differences between the carrying values and the
liquidation values in
Comapany    NameRent
       the event       the Runway,
                 it becomes  probableInc.
                                       your preferred shares will be redeemed.
Refer to the
       guidance  in paragraph
August 13, 2021 Page 4         15 of ASC  480-10-S99-3A.
FirstName LastName
 Jennifer Y. Hyman
FirstName  LastNameJennifer  Y. Hyman
Rent the Runway, Inc.
August  13, NameRent
            2021      the Runway, Inc.
Page 5 13, 2021 Page 5
FirstName LastName

19.      We note that you commissioned the LCA Study conducted by SgT Group and
         Story Inc. and cite that study in your filing. Please file consents
from SgT Group and
         Green Story Inc. as exhibits to the registration statement in
accordance with Rule 436, or
         tell us why you do not believe you are required to do so.

20.      Please supplementally provide us with copies of all written
communications, as defined in
         Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your behalf,
         present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
         not they retain copies of the communications. Please contact the staff
member associated
         with the review of this filing to discuss how to submit the materials,
if any, to us for our
       You may contact Blaise Rhodes at 202-551-3774 or Linda Cvrkel at
202-551-3813 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Taylor Beech at 202-551-4515 or Jacqueline Kaufman at 202-551-3797 with
any other


                                                               Division of
Corporation Finance
                                                               Office of Trade
& Services
cc:      Marc D. Jaffe, Esq.