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*
Ibrahim Maha Saleh

(Last) (First) (Middle)
C/O CANAAN PARTNERS
285 RIVERSIDE AVENUE, SUITE 250

(Street)
WESTPORT CT 06880

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
06/27/2019
3. Issuer Name and Ticker or Trading Symbol
TheRealReal, Inc. [ REAL ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
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)
Common Stock 504,011 I(2) By Canaan IX, L.P.(2)
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
Series A Preferred Stock (1) (1) Common Stock 3,699,136 (1) I(2) By Canaan IX, L.P.(2)
Series B Preferred Stock (1) (1) Common Stock 1,107,412 (1) I(2) By Canaan IX, L.P.(2)
Series C Preferred Stock (1) (1) Common Stock 2,060,411 (1) I(2) By Canaan IX, L.P.(2)
Series D Preferred Stock (1) (1) Common Stock 895,290 (1) I(2) By Canaan IX, L.P.(2)
Series E Preferred Stock (1) (1) Common Stock 327,149 (1) I(2) By Canaan IX, L.P.(2)
Series G Preferred Stock (1) (1) Common Stock 213,510 (1) I(2) By Canaan IX, L.P.(2)
Explanation of Responses:
1. Each share of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series G Preferred Stock (collectively, the "Preferred Stock") will automatically be converted into one-half of one share of the Issuer's Common Stock ("Shares") immediately prior to the completion of the Issuer's initial public offering. The Preferred Stock has no expiration date.
2. The reported securities are held directly by Canaan IX L.P. (the "Canaan Fund"). The sole general partner of the Canaan Fund is Canaan Partners IX LLC ("Canaan IX", and together with the Canaan Fund, the "Canaan Entities"), and may be deemed to have sole voting, investment and dispositive power with respect to the shares held by the Canaan Fund. The Reporting Person is a manager and member of Canaan IX. The Reporting Person disclaims Section 16 beneficial ownership in the securities held by the Canaan Entities, except to the extent of her pecuniary interest therein, if any, in such securities by virtue of the limited liability company interest she owns in Canaan IX.
Remarks:
Exhibit 24 - Power of Attorney
/s/ Dana DuFrane, attorney-in-fact 06/27/2019
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.