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* Thacker Siddharth (Last) (First) (Middle) C/O RENT THE RUNWAY, INC. 10 JAY STREET (Street) BROOKLYN NY 11201 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/25/2023	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 10% Owner X Officer (give title below) Other (specify below) Chief Financial Officer	5. 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

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)
Class A Common Stock	768,750(1)	D

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Includes 768,750 restricted stock units ("RSUs"). Consists of an award of 300,000 RSUs that vests as to 75,000 RSUs on August 1, 2023 and the remainder in 12 approximately equal installments on each quarterly anniversary of August 1, 2023, 43,750 RSUs that vest in 7 approximately equal installments on each quarterly anniversary of May 1, 2023, and an award of 425,000 RSUs that will vest in 12 approximately equal installments on each quarterly anniversary of March 15, 2023, in each case subject to the Reporting Person's continued employment with the Issuer. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock.

Remarks:

Exhibit 24.1 - Power of Attorney

	/s/ Cara Schembri as Attorney in-fact for Siddharth Thacker	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 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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