UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 144
NOTICE OF PROPOSED SALE OF SECURITIES
PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144/A
144/A: Filer Information
Filer CIK
0001737388
Filer CCC
XXXXXXXX
Previous Accession Number Of The Filing
0001468327-24-000133
Is this a LIVE or TEST Filing?
LIVE
TEST
Submission Contact Information
Name
Phone
E-Mail Address
144/A: Issuer Information
Name of Issuer
Rent the Runway, Inc.
SEC File Number
001-40958
Address of Issuer
10 Jay Street Suite 900 Brooklyn
NEW YORK
11201
Phone
2125246860
Name of Person for Whose Account the Securities are To Be Sold
Jennifer Y. Hyman
See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account
the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given
as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales
for the account of the person filing this notice.
Relationship to Issuer
Officer & Director
144/A: Securities Information
Title of the Class of Securities To Be Sold
Name and Address of the Broker
Number of Shares or Other Units To Be Sold
Aggregate Market Value
Number of Shares or Other Units Outstanding
Approximate Date of Sale
Name the Securities Exchange
Class A Common Stock
Morgan Stanley Smith Barney LLC 1 New York Plaza 38th Floor New York
NY
10004
4600
56489.72
3516973
05/01/2024
NASDAQ
Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment
of all or any part of the purchase price or other consideration therefor:
144/A: Securities To Be Sold
Title of the Class
Date you Acquired
Nature of Acquisition Transaction
Name of Person from Whom Acquired
Is this a Gift?
Date Donor Acquired
Amount of Securities Acquired
Date of Payment
Nature of Payment *
Class A Common Stock
05/01/2024
Shares acquired upon vesting of restricted stock units awarded under Issuers incentive award plan
Issuer
159
10/29/2021
Services Rendered
Class A Common Stock
05/01/2024
Shares acquired upon vesting of restricted stock units awarded under Issuers incentive award plan
Issuer
7643
07/11/2023
Services Rendered
* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note
thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made
in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.
Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.
144/A: Securities Sold During The Past 3 Months
Name and Address of Seller
Title of Securities Sold
Date of Sale
Amount of Securities Sold
Gross Proceeds
Jennifer Y. Hyman 10 Jay St Suite 900 Brooklyn
NY
11201
Class A Common Stock
02/05/2024
3669
35713.56
Jennifer Y. Hyman 10 Jay St Suite 900 Brooklyn
NY
11201
Class A Common Stock
02/06/2024
464
4538.56
Jennifer Y. Hyman 10 Jay St Suite 900 Brooklyn
NY
11201
Class A Common Stock
03/18/2024
7771
54018.78
144/A: Remarks and Signature
Remarks
The original Form 144, filed on 05/01/2024, is amended and superseded by this Form 144/A to correct the number of Shares sold. Shares were sold to cover withholding taxes upon vesting of restricted stock unit awards pursuant to standing Rule 10b5-1 sell to cover instruction. Amounts in Table I and II have been adjusted to reflect the 1-for-20 reverse stock split that became effective on April 2, 2024. Exhibit 24.1 - Power of Attorney
Date of Notice
06/20/2024
Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1
12/22/2021
ATTENTION:
The person for whose account the securities to which this notice relates are to be sold hereby represents by signing
this notice that he does not know any material adverse information in regard to the current and prospective
operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has
adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by
signing the form and indicating the date that the plan was adopted or the instruction given, that person makes
such representation as of the plan adoption or instruction date.
Signature
/s/ Cara Schembri as Attorney-in-fact for Jennifer Y. Hyman
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)
Document
FORM 144 POWER OF ATTORNEY
With respect to holdings of and transactions in securities issued by Rent the Runway, Inc. (the “Company”), the undersigned hereby constitutes and appoints the individuals named on Schedule A attached hereto and as may be amended from time to time, or any of them signing singly, with full power of substitution and resubstitution, to act as the undersigned’s true and lawful attorney-in-fact to:
1.execute for and on behalf of the undersigned an electronic Notice of Proposed Sale of Securities Pursuant to Rule 144 (“Form 144”) relating to such sales, in accordance with the requirements of Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”); and
2.do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 144 complete and execute any amendment or amendments thereto, and to timely file the Form 144, and any amendment thereto, with the United States Securities and Exchange Commission and any stock exchange or similar authority.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution and resubstitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorneys-in-fact substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.
The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with the requirements of Rule 144 under the Securities Act.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Form 144 with respect to the undersigned’s transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 30th day of April, 2024.
/s/ Jennifer Y. Hyman
Name: Jennifer Y. Hyman
Schedule A
INDIVIDUALS APPOINTED AS ATTORNEY-IN-FACT,
WITH FULL POWER OF SUBSTITUTION AND RESUBSTITUTION
1. Cara Schembri, Chief Legal & Administrative Officer and Secretary of the Company