| 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 |
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| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
TheRealReal, Inc. [ REAL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/02/2019 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Common Stock | 07/02/2019 | C | 3,699,136 | A | (1) | 4,203,147 | I(2) | By Canaan IX, L.P.(2) | ||
| Common Stock | 07/02/2019 | C | 1,107,412 | A | (1) | 5,310,559 | I(2) | By Canaan IX, L.P.(2) | ||
| Common Stock | 07/02/2019 | C | 2,060,411 | A | (1) | 7,370,970 | I(2) | By Canaan IX, L.P.(2) | ||
| Common Stock | 07/02/2019 | C | 895,290 | A | (1) | 8,266,260 | I(2) | By Canaan IX, L.P.(2) | ||
| Common Stock | 07/02/2019 | C | 327,149 | A | (1) | 8,593,409 | I(2) | By Canaan IX, L.P.(2) | ||
| Common Stock | 07/02/2019 | C | 213,510 | A | (1) | 8,806,919 | I(2) | By Canaan IX, L.P.(2) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Series A Preferred Stock | (1) | 07/02/2019 | C | 7,398,272 | (1) | (1) | Common Stock | 3,699,136 | $0 | 0 | I(2) | By Canaan IX, L.P.(2) | |||
| Series B Preferred Stock | (1) | 07/02/2019 | C | 2,214,825 | (1) | (1) | Common Stock | 1,107,412 | $0 | 0 | I(2) | By Canaan IX, L.P.(2) | |||
| Series C Preferred Stock | (1) | 07/02/2019 | C | 4,120,823 | (1) | (1) | Common Stock | 2,060,411 | $0 | 0 | I(2) | By Canaan IX, L.P.(2) | |||
| Series D Preferred Stock | (1) | 07/02/2019 | C | 1,790,580 | (1) | (1) | Common Stock | 895,290 | $0 | 0 | I(2) | By Canaan IX, L.P.(2) | |||
| Series E Preferred Stock | (1) | 07/02/2019 | C | 654,298 | (1) | (1) | Common Stock | 327,149 | $0 | 0 | I(2) | By Canaan IX, L.P.(2) | |||
| Series G Preferred Stock | (1) | 07/02/2019 | C | 427,020 | (1) | (1) | Common Stock | 213,510 | $0 | 0 | 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") automatically 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 had 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. |
| /s/ Dana DuFrane, attorney-in-fact | 07/02/2019 | |
| ** 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 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). | ||
| 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. | ||