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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Hyman Jennifer (Last) (First) (Middle) C/O RENT THE RUNWAY, INC. 10 JAY STREET (Street) BROOKLYN NY 11201 (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) X Director 10% Owner X Officer (give title below) Other (specify below) CEO & Chair
	3. Date of Earliest Transaction (Month/Day/Year) 05/01/2023
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person
	Rule 10b5-1(c) Transaction Indication X Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	05/01/2023		C(1)		9,385	A	$0	1,338,754	D
Class A Common Stock	05/03/2023		S(1)		9,385(2)	D	$2.275(3)	1,329,369	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(4)	05/01/2023		M			12,932	(4)	(4)	Class B Common Stock	12,932	$0	38,794	D
Class B Common Stock	(5)	05/01/2023		M		12,932		(5)	(5)	Class A Common Stock	12,932	$0	1,135,121(6)	D
Restricted Stock Units	(7)	05/01/2023		M			3,180	(7)	(7)	Class B Common Stock	3,180	$0	31,801	D
Class B Common Stock	(5)	05/01/2023		M		3,180		(5)	(5)	Class A Common Stock	3,180	$0	1,138,301	D
Class B Common Stock	(5)	05/03/2023		C(1)			9,385	(5)	(5)	Class A Common Stock	9,385	$0	1,128,916	D
Class B Common Stock	(5)							(5)	(5)	Class A Common Stock	123,108		123,108	I	Held by spouse

Explanation of Responses:

1. Shares were converted to Class A common stock and sold solely to cover taxes upon the vesting of restricted stock units pursuant to a standing 10b5-1 instruction dated December 22, 2021.

2. Represents the Reporting Person's pro rata portion of the total shares sold on the transaction date to cover taxes upon vesting of restricted stock units for certain employees of the Issuer.

3. The price reported in Column 4 is a weighted average price of all shares sold on the transaction date by the Issuer's broker to cover taxes upon the vesting of restricted stock units for certain employees of the Issuer. These shares were sold in multiple transactions at prices ranging from $2.23 to $2.32, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

4. Each restricted stock unit ("RSU") represents the contingent right to receive one share of the Issuer's Class B Common Stock. The RSUs vest in four remaining substantially equal quarterly installments.

5. Each share of Class B common stock is convertible at any time at the option of the holder into one share of Class A common stock. Each share of Class B common stock will automatically convert into one share of Class A common stock upon certain sales or transfers. The Class B common stock do not expire, but will convert automatically to Class A common stock as provided in the Issuer's Twelfth Amended and Restated Certificate of Incorporation.

6. Includes 540 shares of Class B common stock that were inadvertently omitted from a prior Form 4 due to a clerical error.

7. Each RSU represents the contingent right to receive one share of the Issuer's Class B Common Stock. The RSUs vest in ten remaining substantially equal quarterly installments.

Remarks:

	/s/ Cara Schembri as Attorney in- fact for Jennifer Y. Hyman	05/03/2023
	** 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 4 (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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