SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  
   
SCHEDULE 13D/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
 

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)
 

Eleazer Klein, Esq.

Adriana Schwartz, Esq.

Schulte Roth & Zabel LLP

919 Third Avenue

New York, NY 10022

(212) 756-2000

 
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 

January 19, 2024

(Date of Event Which Requires Filing of This Statement)
 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [ ]

(Page 1 of 6 Pages)

______________________________

* 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 disclosures provided in a prior cover page.

The information required on 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).

 

CUSIP No. 76010Y103SCHEDULE 13D/APage 2 of 6 Pages

 

1

NAME OF REPORTING PERSON

Yisroel Mordechai Goldstone

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

PF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
7

SOLE VOTING POWER

5,800,000

8

SHARED VOTING POWER

-0-

9

SOLE DISPOSITIVE POWER

5,800,000

10

SHARED DISPOSITIVE POWER

-0-

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

5,800,000

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

8.6%

14

TYPE OF REPORTING PERSON

IN

         

 

CUSIP No. 76010Y103SCHEDULE 13D/APage 3 of 6 Pages

 

The following constitutes Amendment No. 1 to the Schedule 13D (“Amendment No. 1”). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.

 

Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
   
  Item 3 is hereby amended and restated to read as follows:
   
 

The aggregate purchase price of the shares of Class A Common Stock (and options to purchase Class A Common Stock) reported herein was approximately $3,873,995. Such securities were acquired with personal funds of the Reporting Person.

 

  The Reporting Person may effect purchases of shares of Class A Common Stock through margin accounts maintained for him with brokers, which extend margin credit as and when required to open or carry positions in his margin accounts, subject to applicable federal margin regulations, stock exchange rules and such firms’ credit policies. Positions in shares of Class A Common Stock may be held in margin accounts and may be pledged as collateral security for the repayment of debit balances in such accounts. Since other securities may be held in such margin accounts, it may not be possible to determine the amounts, if any, of margin used to purchase shares of Class A Common Stock.

 

Item 5. INTEREST IN SECURITIES OF THE ISSUER
   
  Items 5(a)-(c) are hereby amended and restated to read as follows:
   
(a) See rows (11) and (13) of the cover page to this Schedule 13D/A for the aggregate number of shares of Class A Common Stock and percentage of the shares of Class A Common Stock beneficially owned by the Reporting Person.  The percentage used in this Schedule 13D/A is calculated based upon 67,223,096 shares of Class A Common Stock outstanding as of November 30, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2023, filed with the Securities and Exchange Commission (the “SEC”) on December 6, 2023.
(b) See rows (7) through (10) of the cover page to this Schedule 13D/A for the number of shares of Class A Common Stock as to which the Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.
   
(c) The transactions in the shares of Class A Common Stock since the filing of the Schedule 13D by the Reporting Person, which were all in the open market, are set forth in Schedule A, and are incorporated herein by reference.

 

CUSIP No. 76010Y103SCHEDULE 13D/APage 4 of 6 Pages

 

 

Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
   
  Item 6 is hereby amended and supplemented as follows:
   
  On January 19, 2024, all 10,349 of the previously reported call options related to 1,034,900 shares of Class A Common Stock with a strike price of $1 expired unexercised.
   

 

CUSIP No. 76010Y103SCHEDULE 13D/APage 5 of 6 Pages

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: January 23, 2024

 

/s/ Yisroel Mordechai Goldstone  
YISROEL MORDECHAI GOLDSTONE  
   

 

 

 

CUSIP No. 76010Y103SCHEDULE 13D/APage 6 of 6 Pages

 

SCHEDULE A

This Schedule sets forth information with respect to each purchase and sale of shares of Class A Common Stock which were effectuated by the Reporting Person since the filing of the Schedule 13D. All transactions were effectuated in the open market through a broker.

 

Trade Date Shares Purchased (Sold) Price Per Share ($)
1/18/2024 45,879 0.49570166
1/18/2024 10,000 0.50855955
1/18/2024 10,000 0.5086
1/18/2024 10,000 0.508385
1/18/2024 10,000 0.50593818
1/18/2024 10,000 0.51377999
1/18/2024 10,000 0.5185
1/18/2024 10,000 0.5198
1/18/2024 10,000 0.520494
1/18/2024 5,129 0.50499723
1/18/2024 580 0.599
1/18/2024 10,000 0.51722626
1/18/2024 100,000 0.52814756
1/18/2024 500 0.52512
1/18/2024 10,000 0.539832
1/18/2024 8,200 0.54
1/18/2024 40,000 0.55
1/18/2024 44,358 0.54
1/18/2024 10,586 0.54990084
1/18/2024 25,508 0.57990905
1/18/2024 752 0.5894
1/18/2024 13,523 0.59852309
1/18/2024 108,804 0.59998344
1/18/2024 200,000 0.60995218
1/18/2024 23,380 0.58
1/19/2024 301 0.56
1/19/2024 4,700 0.56993404
1/19/2024 23,945 0.585
1/19/2024 100,000 0.59
1/19/2024 100 0.58
1/22/2024 38,137 0.57336314
1/22/2024 106,069 0.59930083
1/22/2024 5,800 0.60248966
1/22/2024 28,649 0.62277817
1/22/2024 2,211 0.59414175
1/22/2024 33,603 0.61745107