Sec Form 13G Filing - GGV Capital V L.P. filing for Poshmark Inc. (POSH) - 2023-02-14

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No.   1) *

 

Poshmark, Inc.

(Name of Issuer)

 

Class A Common Stock of $0.0001 par value per share

(Title of Class of Securities)

 

73739W 10 4

(CUSIP Number)

 

December 31, 2022

(Date of Event Which Requires Filing of This Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨      Rule 13d-1(b)

¨      Rule 13d-1(c)

x     Rule 13d-1(d)

 

* 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 the disclosures provided in a prior cover page.

 

The information required in 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. 73739W 10 4

13G

 

 

1.

Names of Reporting Persons
GGV Capital V L.P.

2.

Check the Appropriate Box if a Member of a Group (see instructions)

 

 

 

(a)   ¨

 

 

(b)   x (1)

 

3.

SEC USE ONLY

4.

Citizenship or Place of Organization

Delaware, United States of America

Number of
Shares

Beneficially

Owned by

Each

Reporting

Person With:

5.

Sole Voting Power

 

6.

Shared Voting Power

3,214,052 shares of Class A Common Stock (2)

7.

Sole Dispositive Power

 

8.

Shared Dispositive Power

3,214,052 shares of Class A Common Stock (2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

3,214,052 shares of Class A Common Stock (2)

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)

¨

11.

Percent of Class Represented by Amount in Row 9

5.9% of shares of Class A Common Stock (4.1% of Total Common Stock) (3)

12.

Type of Reporting Person (see instructions)

PN

 

(1)

This statement on Schedule 13G is filed by GGV Capital V L.P., GGV Capital V Entrepreneurs Fund L.P., GGV Capital V L.L.C., GGV Capital LLC, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung (collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)The shares are held directly by GGV Capital V L.P. GGV Capital V L.L.C. serves as the General Partner of GGV Capital V L.P. As such, GGV Capital V L.L.C. possesses power to direct the voting and disposition of the shares owned by GGV Capital V L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital V L.P. GGV Capital V L.L.C. owns no securities of the Issuer directly. Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung are Managing Directors of GGV Capital V L.L.C. As such, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung possess power to direct the voting and disposition of the shares owned by GGV Capital V L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital V L.P. Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung own no securities of the Issuer directly.
(3)These beneficial ownership percentages are based on a total of 54,626,374 shares of the Issuer’s Class A Common Stock and 24,592,080 shares of the Issuer’s Class B Common Stock outstanding as of November 1, 2022, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed with the Securities and Exchange Commission on November 10, 2022.

 

 

 

 

CUSIP No. 73739W 10 4

13G

 

 

1.

Names of Reporting Persons
GGV Capital V Entrepreneurs Fund L.P.

2.

Check the Appropriate Box if a Member of a Group (see instructions)

 

 

 

(a)   ¨

 

 

(b)   x (1)

 

3.

SEC USE ONLY

4.

Citizenship or Place of Organization

Delaware, United States of America

Number of
Shares

Beneficially

Owned by

Each

Reporting

Person With:

5.

Sole Voting Power

 

6.

Shared Voting Power

117,956 shares of Class A Common Stock (2)

7.

Sole Dispositive Power

 

8.

Shared Dispositive Power

117,956 shares of Class A Common Stock (2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

117,956 shares of Class A Common Stock (2)

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)

¨

11.

Percent of Class Represented by Amount in Row 9

0.2% of shares of Class A Common Stock (0.1% of Total Common Stock) (3)

12.

Type of Reporting Person (see instructions)

PN

 

(1)This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2)The shares are held directly by GGV Capital V Entrepreneurs Fund L.P. GGV Capital V L.L.C. serves as the General Partner of GGV Capital V Entrepreneurs Fund L.P. As such, GGV Capital V L.L.C. possesses power to direct the voting and disposition of the shares owned by GGV Capital V Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital V Entrepreneurs Fund L.P. GGV Capital V L.L.C. owns no securities of the Issuer directly. Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung are Managing Directors of GGV Capital V L.L.C. As such, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung possess power to direct the voting and disposition of the shares owned by GGV Capital V Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital V Entrepreneurs Fund L.P. Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung own no securities of the Issuer directly.
(3)These beneficial ownership percentages are based on a total of 54,626,374 shares of the Issuer’s Class A Common Stock and 24,592,080 shares of the Issuer’s Class B Common Stock outstanding as of November 1, 2022, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed with the Securities and Exchange Commission on November 10, 2022.

 

 

 

 

CUSIP No. 73739W 10 4

13G

 

 

1.

Names of Reporting Persons
GGV Capital V L.L.C.

2.

Check the Appropriate Box if a Member of a Group (see instructions)

 

 

 

(a)   ¨

 

 

(b)   x (1)

 

3.

SEC USE ONLY

4.

Citizenship or Place of Organization

Delaware, United States of America

Number of
Shares

Beneficially

Owned by

Each

Reporting

Person With:

5.

Sole Voting Power

 

6.

Shared Voting Power

3,332,008 shares of Class A Common Stock (2)

7.

Sole Dispositive Power

 

8.

Shared Dispositive Power

3,332,008 shares of Class A Common Stock (2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

3,332,008 shares of Class A Common Stock (2)

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)

¨

11.

Percent of Class Represented by Amount in Row 9

6.1% of shares of Class A Common Stock (4.2% of Total Common Stock) (3)

12.

Type of Reporting Person (see instructions)

OO

 

(1)This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2)Consists of (i) 3,214,052 shares of Class A Common Stock held directly by GGV Capital V L.P.; and (ii) 117,956 shares of Class A Common Stock held directly by GGV Capital V Entrepreneurs Fund L.P. GGV Capital V L.L.C. serves as the General Partner of GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P. As such, GGV Capital V L.L.C. possesses power to direct the voting and disposition of the shares owned by GGV Capital V L.P. and GGV Capital V Entrepreneur Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P. GGV Capital V L.L.C. owns no securities of the Issuer directly. Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung are Managing Directors of GGV Capital V L.L.C. As such, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung possess power to direct the voting and disposition of the shares owned by GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P. Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung own no securities of the Issuer directly.
(3)These beneficial ownership percentages are based on a total of 54,626,374 shares of the Issuer’s Class A Common Stock and 24,592,080 shares of the Issuer’s Class B Common Stock outstanding as of November 1, 2022, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed with the Securities and Exchange Commission on November 10, 2022.

 

 

 

 

CUSIP No. 73739W 10 4

13G

 

 

1.

Names of Reporting Persons
GGV Capital LLC

2.

Check the Appropriate Box if a Member of a Group (see instructions)

 

 

 

(a)   ¨

 

 

(b)   x (1)

 

3.

SEC USE ONLY

4.

Citizenship or Place of Organization

Cayman Islands

Number of
Shares

Beneficially

Owned by

Each

Reporting

Person With:

5.

Sole Voting Power

 

6.

Shared Voting Power

2,083 shares of Class A Common Stock (2)

7.

Sole Dispositive Power

 

8.

Shared Dispositive Power

2,083 shares of Class A Common Stock (2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

2,083 shares of Class A Common Stock (2)

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)

¨

11.

Percent of Class Represented by Amount in Row 9

0.0% of shares of Class A Common Stock (0.0% of Total Common Stock) (3)

12.

Type of Reporting Person (see instructions)

OO

 

(1)This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2)

The shares are held directly by GGV Capital LLC. Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung are Managing Directors of GGV Capital LLC As such, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung possess power to direct the voting and disposition of the shares owned by GGV Capital LLC and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital LLC. Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung own no securities of the Issuer directly.

(3)These beneficial ownership percentages are based on a total of 54,626,374 shares of the Issuer’s Class A Common Stock and 24,592,080 shares of the Issuer’s Class B Common Stock outstanding as of November 1, 2022, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed with the Securities and Exchange Commission on November 10, 2022.

 

 

 

 

CUSIP No. 73739W 10 4

13G

 

 

1.

Names of Reporting Persons
Jixun Foo

2.

Check the Appropriate Box if a Member of a Group (see instructions)

 

 

 

(a)   ¨

 

 

(b)   x (1)

 

3.

SEC USE ONLY

4.

Citizenship or Place of Organization

Singapore

Number of
Shares

Beneficially

Owned by

Each

Reporting

Person With:

5.

Sole Voting Power

 

6.

Shared Voting Power

3,334,091 shares of Class A Common Stock (2)

7.

Sole Dispositive Power

 

8.

Shared Dispositive Power

3,334,091 shares of Class A Common Stock (2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

3,334,091 shares of Class A Common Stock (2)

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)

¨

11.

Percent of Class Represented by Amount in Row 9

6.1% of shares of Class A Common Stock (4.2% of Total Common Stock) (3)

12.

Type of Reporting Person (see instructions)

IN

 

(1)This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2)Consists of (i) 3,214,052 shares of Class A Common Stock held directly by GGV Capital V L.P.; (ii) 117,956 shares of Class A Common Stock held directly by GGV Capital V Entrepreneurs Fund L.P.; and (iii) 2,083 shares of Class A Common Stock held directly by GGV Capital LLC. GGV Capital V L.L.C. serves as the General Partner of GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P. As such, GGV Capital V L.L.C. possesses power to direct the voting and disposition of the shares owned by GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P. GGV Capital V L.L.C. owns no securities of the Issuer directly. Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung are Managing Directors of GGV Capital LLC and GGV Capital V L.L.C. As such, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung possess power to direct the voting and disposition of the shares owned by GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital V L.P., GGV Capital V Entrepreneurs Fund L.P. and GGV Capital LLC Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung own no securities of the Issuer directly.
(3)These beneficial ownership percentages are based on a total of 54,626,374 shares of the Issuer’s Class A Common Stock and 24,592,080 shares of the Issuer’s Class B Common Stock outstanding as of November 1, 2022, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed with the Securities and Exchange Commission on November 10, 2022.

 

 

 

 

CUSIP No. 73739W 10 4

13G

 

 

1.

Names of Reporting Persons
Glenn Solomon

2.

Check the Appropriate Box if a Member of a Group (see instructions)

 

 

 

(a)   ¨

 

 

(b)   x (1)

 

3.

SEC USE ONLY

4.

Citizenship or Place of Organization

United States of America

Number of
Shares

Beneficially

Owned by

Each

Reporting

Person With:

5.

Sole Voting Power

 

6.

Shared Voting Power

3,334,091 shares of Class A Common Stock (2)

7.

Sole Dispositive Power

 

8.

Shared Dispositive Power

3,334,091 shares of Class A Common Stock (2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

3,334,091 shares of Class A Common Stock (2)

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)

¨

11.

Percent of Class Represented by Amount in Row 9

6.1% of shares of Class A Common Stock (4.2% of Total Common Stock) (3)

12.

Type of Reporting Person (see instructions)

IN

 

(1)This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2)Consists of (i) 3,214,052 shares of Class A Common Stock held directly by GGV Capital V L.P.; (ii) 117,956 shares of Class A Common Stock held directly by GGV Capital V Entrepreneurs Fund L.P.; and (iii) 2,083 shares of Class A Common Stock held directly by GGV Capital LLC. GGV Capital V L.L.C. serves as the General Partner of GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P. As such, GGV Capital V L.L.C. possesses power to direct the voting and disposition of the shares owned by GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P. GGV Capital V L.L.C. owns no securities of the Issuer directly. Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung are Managing Directors of GGV Capital LLC and GGV Capital V L.L.C. As such, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung possess power to direct the voting and disposition of the shares owned by GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital V L.P., GGV Capital V Entrepreneurs Fund L.P. and GGV Capital LLC Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung own no securities of the Issuer directly.
(3)These beneficial ownership percentages are based on a total of 54,626,374 shares of the Issuer’s Class A Common Stock and 24,592,080 shares of the Issuer’s Class B Common Stock outstanding as of November 1, 2022, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed with the Securities and Exchange Commission on November 10, 2022.

 

 

 

 

CUSIP No. 73739W 10 4

13G

 

 

1.

Names of Reporting Persons
Jenny Hong Wei Lee

2.

Check the Appropriate Box if a Member of a Group (see instructions)

 

 

 

(a)   ¨

 

 

(b)   x (1)

 

3.

SEC USE ONLY

4.

Citizenship or Place of Organization

Singapore

Number of
Shares

Beneficially

Owned by

Each

Reporting

Person With:

5.

Sole Voting Power

 

6.

Shared Voting Power

3,334,091 shares of Class A Common Stock (2)

7.

Sole Dispositive Power

 

8.

Shared Dispositive Power

3,334,091 shares of Class A Common Stock (2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

3,334,091 shares of Class A Common Stock (2)

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)

¨

11.

Percent of Class Represented by Amount in Row 9

6.1% of shares of Class A Common Stock (4.2% of Total Common Stock) (3)

12.

Type of Reporting Person (see instructions)

IN

 

(1)This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2)Consists of (i) 3,214,052 shares of Class A Common Stock held directly by GGV Capital V L.P.; (ii) 117,956 shares of Class A Common Stock held directly by GGV Capital V Entrepreneurs Fund L.P.; and (iii) 2,083 shares of Class A Common Stock held directly by GGV Capital LLC. GGV Capital V L.L.C. serves as the General Partner of GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P. As such, GGV Capital V L.L.C. possesses power to direct the voting and disposition of the shares owned by GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P. GGV Capital V L.L.C. owns no securities of the Issuer directly. Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung are Managing Directors of GGV Capital LLC and GGV Capital V L.L.C. As such, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung possess power to direct the voting and disposition of the shares owned by GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital V L.P., GGV Capital V Entrepreneurs Fund L.P. and GGV Capital LLC Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung own no securities of the Issuer directly.
(3)These beneficial ownership percentages are based on a total of 54,626,374 shares of the Issuer’s Class A Common Stock and 24,592,080 shares of the Issuer’s Class B Common Stock outstanding as of November 1, 2022, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed with the Securities and Exchange Commission on November 10, 2022.

 

 

 

 

CUSIP No. 73739W 10 4

13G

 

 

1.

Names of Reporting Persons
Jeffrey Gordon Richards

2.

Check the Appropriate Box if a Member of a Group (see instructions)

 

 

 

(a)   ¨

 

 

(b)   x (1)

 

3.

SEC USE ONLY

4.

Citizenship or Place of Organization

United States of America

Number of
Shares

Beneficially

Owned by

Each

Reporting

Person With:

5.

Sole Voting Power

 

6.

Shared Voting Power

3,334,091 shares of Class A Common Stock (2)

7.

Sole Dispositive Power

 

8.

Shared Dispositive Power

3,334,091 shares of Class A Common Stock (2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

3,334,091 shares of Class A Common Stock (2)

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)

¨

11.

Percent of Class Represented by Amount in Row 9

6.1% of shares of Class A Common Stock (4.2% of Total Common Stock) (3)

12.

Type of Reporting Person (see instructions)

IN

 

(1)This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2)Consists of (i) 3,214,052 shares of Class A Common Stock held directly by GGV Capital V L.P.; (ii) 117,956 shares of Class A Common Stock held directly by GGV Capital V Entrep reneurs Fund L.P.; and (iii) 2,083 shares of Class A Common Stock held directly by GGV Capital LLC. GGV Capital V L.L.C. serves as the General Partner of GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P. As such, GGV Capital V L.L.C. possesses power to direct the voting and disposition of the shares owned by GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P. GGV Capital V L.L.C. owns no securities of the Issuer directly. Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung are Managing Directors of GGV Capital LLC and GGV Capital V L.L.C. As such, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung possess power to direct the voting and disposition of the shares owned by GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital V L.P., GGV Capital V Entrepreneurs Fund L.P. and GGV Capital LLC Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung own no securities of the Issuer directly.
(3)These beneficial ownership percentages are based on a total of 54,626,374 shares of the Issuer’s Class A Common Stock and 24,592,080 shares of the Issuer’s Class B Common Stock outstanding as of November 1, 2022, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed with the Securities and Exchange Commission on November 10, 2022.

 

 

 

 

CUSIP No. 73739W 10 4

13G

 

 

1.

Names of Reporting Persons
Hans Tung

2.

Check the Appropriate Box if a Member of a Group (see instructions)

 

 

 

(a)   ¨

 

 

(b)   x (1)

 

3.

SEC USE ONLY

4.

Citizenship or Place of Organization

United States of America

Number of
Shares

Beneficially

Owned by

Each

Reporting

Person With:

5.

Sole Voting Power

 

6.

Shared Voting Power

3,334,091 shares of Class A Common Stock (2)

7.

Sole Dispositive Power

 

8.

Shared Dispositive Power

3,334,091 shares of Class A Common Stock (2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

3,334,091 shares of Class A Common Stock (2)

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)

¨

11.

Percent of Class Represented by Amount in Row 9

6.1% of shares of Class A Common Stock (4.2% of Total Common Stock) (3)

12.

Type of Reporting Person (see instructions)

IN

 

(1)This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2)Consists of (i) 3,214,052 shares of Class A Common Stock held directly by GGV Capital V L.P.; (ii) 117,956 shares of Class A Common Stock held directly by GGV Capital V Entrepreneurs Fund L.P.; and (iii) 2,083 shares of Class A Common Stock held directly by GGV Capital LLC. GGV Capital V L.L.C. serves as the General Partner of GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P. As such, GGV Capital V L.L.C. possesses power to direct the voting and disposition of the shares owned by GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P. GGV Capital V L.L.C. owns no securities of the Issuer directly. Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung are Managing Directors of GGV Capital LLC and GGV Capital V L.L.C. As such, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung possess power to direct the voting and disposition of the shares owned by GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital V L.P., GGV Capital V Entrepreneurs Fund L.P. and GGV Capital LLC Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung own no securities of the Issuer directly.
(3)These beneficial ownership percentages are based on a total of 54,626,374 shares of the Issuer’s Class A Common Stock and 24,592,080 shares of the Issuer’s Class B Common Stock outstanding as of November 1, 2022, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed with the Securities and Exchange Commission on November 10, 2022.

 

 

 

 

CUSIP No. 73739W 10 4

13G

 

 

Introductory Note: This statement on Schedule 13G is filed on behalf of the Reporting Persons, in respect of the Class A Common Stock of $0.0001 par value per share of Poshmark, Inc. (the “Issuer”).

 

Item 1(a).Name of Issuer:              Poshmark, Inc.

 

Item 1(b).Address of Issuer’s Principal Executive Officers:

 

203 Redwood Shores Parkway, 8th Floor
Redwood City, California

 

Item 2(a).Name of Person(s) Filing:

 

GGV Capital V L.P.
GGV Capital V Entrepreneurs Fund L.P.
GGV Capital V L.L.C.

GGV Capital LLC

Jixun Foo
Glenn Solomon
Jenny Hong Wei Lee
Jeffrey Gordon Richards
Hans Tung

 

Item 2(b).Address of Principal Business Office:

 

GGV Capital

3000 Sand Hill Road, Suite 4-230

Menlo Park, California 94025

United States of America

 

Item 2(c).Citizenship or Place of Organization:

 

Name Citizenship or Place of Organization
1.      GGV Capital V L.P. Delaware, United States of America
2.      GGV Capital V Entrepreneurs Fund L.P. Delaware, United States of America
3.      GGV Capital V L.L.C. Delaware, United States of America
4.      GGV Capital LLC Cayman Islands
5.      Jixun Foo Singapore
6.      Glenn Solomon United States of America
7.      Jenny Hong Wei Lee Singapore
8.      Jeffrey Gordon Richards United States of America
9.      Hans Tung United States of America

 

Item 2(d).Title of Class of Securities:      Class A Common Stock of $0.0001 par value per share

 

Item 2(e).CUSIP Number:                           73739W 10 4

 

Item 3.If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

 

Not applicable.

 

 

 

 

CUSIP No. 73739W 10 4

13G

 

 

 

Item 4(a).Amount Beneficially Owned:

 

Item 4(b).Percent of Class:

 

Item 4(c).Number of shares as to which such persons have:

 

The following information with respect to the beneficial ownership of Class A Common Stock of the Issuer by the Reporting Persons filing this statement on Schedule 13G as of December 31, 2022:

 

Reporting Persons  Shares
Held
Directly
(1)
 

Shared
Voting
Power

  Shared
Dispositive
Power
  Beneficial
Ownership
  Percentage of shares of Common Stock
(3)
GGV Capital V L.P.  3,214,052  3,214,052  3,214,052  3,214,052  5.9% of shares of Class A Common Stock (4.1% of Total Common Stock)
GGV Capital V Entrepreneurs Fund L.P.  117,956  117,956  117,956  117,956  0.2% of shares of Class A Common Stock (0.1% of Total Common Stock)
GGV Capital V L.L.C. (2)  0  3,332,008  3,332,008  3,332,008  6.1% of shares of Class A Common Stock (4.2% of Total Common Stock)
GGV Capital LLC  2,083  2,083  2,083  2,083  0.0% of shares of Class A Common Stock (0.0% of Total Common Stock)
Jixun Foo (2)  0  3,334,091  3,334,091  3,334,091  6.1% of shares of Class A Common Stock (4.2% of Total Common Stock)
Glenn Solomon (2)  0  3,334,091  3,334,091  3,334,091  6.1% of shares of Class A Common Stock (4.2% of Total Common Stock)
Jenny Hong Wei Lee (2)  0  3,334,091  3,334,091  3,334,091  6.1% of shares of Class A Common Stock (4.2% of Total Common Stock)
Jeffrey Gordon Richards (2)  0  3,334,091  3,334,091  3,334,091  6.1% of shares of Class A Common Stock (4.2% of Total Common Stock)
Hans Tung (2)  0  3,334,091  3,334,091  3,334,091  6.1% of shares of Class A Common Stock (4.2% of Total Common Stock)

 

(1)Represents the number of shares of Class A Common Stock currently held by the Reporting Persons.
(2)GGV Capital V L.L.C. serves as the General Partner of GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P. As such, GGV Capital V L.L.C. possesses power to direct the voting and disposition of the shares owned by GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P. GGV Capital V L.L.C. owns no securities of the Issuer directly. Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung are Managing Directors of GGV Capital V L.L.C. and GGV Capital LLC As such, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung possess power to direct the voting and disposition of the shares owned by GGV Capital V L.P., GGV Capital V Entrepreneurs Fund L.P. and GGV Capital LLC and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital V L.P., GGV Capital V Entrepreneurs Fund L.P. and GGV Capital LLC. Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung own no securities of the Issuer directly.
(3)These beneficial ownership percentages are based on a total of 54,626,374 shares of the Issuer’s Class A Common Stock and 24,592,080 shares of the Issuer’s Class B Common Stock outstanding as of November 1, 2022, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed with the Securities and Exchange Commission on November 10, 2022.

 

Item 5.Ownership of Five Percent or Less of a Class:

 

If this statement is being filed to report the fact that as of the date hereof, the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following:   ¨

 

Item 6.Ownership of More Than Five Percent on Behalf of Another Person:

 

Not applicable.

 

Item 7.Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company:

 

Not applicable.

 

 

 

 

CUSIP No. 73739W 10 4

13G

 

 

 

Item 8.Identification and Classification of Members of the Group:

 

Not applicable.

 

Item 9.Notice of Dissolution of Group:

 

Not applicable.

 

Item 10.Certification:

 

Not applicable.

 

 

 

 

CUSIP No. 73739W 10 4

13G

 

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: February 14, 2023

 

GGV Capital V L.P.  
GGV CAPITAL V ENTREPRENEURS FUND L.P.  
BY: GGV Capital V L.L.C.  
ITS: General Partner  
   
B y: /s/ Terence Jen  
  Terence Jen  
  Attorney-in-fact  
   
GGV Capital V L.L.C.  
   
By: /s/ Terence Jen  
  Terence Jen  
  Attorney-in-fact  
   
GGV Capital LLC  
   
By: /s/ Terence Jen  
  Terence Jen  
  Attorney-in-fact  
     
/s/ Jixun Foo  
Jixun Foo  
   
/s/ Glenn Solomon  
Glenn Solomon  
   
/s/ Jenny Hong Wei Lee  
Jenny Hong Wei Lee  
   
/s/ Jeffrey Gordon Richards  
Jeffrey Gordon Richards  
   
/s/ Hans Tung  
Hans Tung  

 

Exhibit(s):

 

Exhibit 99.1:      Joint Filing Statement

 

 

 

 

AGREEMENT

 

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of Class A Common Stock of Poshmark, Inc.

 

Dated: February 14, 2023  
   
GGV Capital V L.P.  
GGV CAPITAL V ENTREPRENEURS FUND L.P.  
BY: GGV Capital V L.L.C.  
ITS: General Partner  
   
By: /s/ Terence Jen  
  Terence Jen  
  Attorney-in-fact  
   
GGV Capital V L.L.C.  
   
By: /s/ Terence Jen  
  Terence Jen  
  Attorney-in-fact  
   
GGV Capital LLC  
   
By: /s/ Terence Jen  
  Terence Jen  
  Attorney-in-fact  
   
/s/ Jixun Foo  
Jixun Foo  
   
/s/ Glenn Solomon  
Glenn Solomon  
   
/s/ Jenny Hong Wei Lee  
Jenny Hong Wei Lee  
   
/s/ Jeffrey Gordon Richards  
Jeffrey Gordon Richards  
   
/s/ Hans Tung  
Hans Tung