Sec Form 4 Filing - Highland Management Partners VIII Ltd @ Rent the Runway, Inc. - 2021-10-29

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Highland Management Partners VIII Ltd 2. Issuer Name and Ticker or Trading Symbol Rent the Runway, Inc. [ RENT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O HIGHLAND CAPITAL PARTNERS, ONE BROADWAY, 16TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 10/29/2021 (Street) CAMBRIDGE, MA02142 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 10/29/2021 C 47,885 A 47,885 I See Footnotes ( 2 ) ( 3 ) ( 4 ) Common Stock 10/29/2021 J( 5 ) 47,885 D 0 I See Footnotes ( 2 ) ( 3 ) ( 4 ) Class A Common Stock 10/29/2021 J( 5 ) 47,885 A 47,885 I See Footnotes ( 2 ) ( 3 ) ( 4 ) Common Stock 10/29/2021 C 1,119,970 A 1,119,970 I See Footnotes ( 6 ) ( 3 ) ( 4 ) Common Stock 10/29/2021 J( 5 ) 1,119,970 D 0 I See Footnotes ( 6 ) ( 3 ) ( 4 ) Class A Common Stock 10/29/2021 J( 5 ) 1,119,970 A 1,119,970 I See Footnotes ( 6 ) ( 3 ) ( 4 ) Common Stock 10/29/2021 C 3,088,560 A 3,088,560 I See Footnotes ( 7 ) ( 3 ) ( 4 ) Common Stock 10/29/2021 J( 5 ) 3,088,560 D 0 I See Footnotes ( 7 ) ( 3 ) ( 4 ) Class A Common Stock 10/29/2021 J( 5 ) 3,088,560 A 3,088,560 I See Footnotes ( 7 ) ( 3 ) ( 4 ) Common Stock 10/29/2021 C 847,978 A 847,978 I See Footnote ( 8 ) Common Stock 10/29/2021 J( 5 ) 847,978 D 0 I See Footnote ( 8 ) Class A Common Stock 10/29/2021 J( 5 ) 847,978 A 847,978 I See Footnote ( 8 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 ) 10/29/2021 C 38,906 ( 1 ) ( 1 ) Common Stock 38,906 ( 1 ) 0 I See Footnotes ( 2 ) ( 3 ) ( 4 ) Series C Preferred Stock ( 1 ) 10/29/2021 C 2,541 ( 1 ) ( 1 ) Common Stock 2,541 ( 1 ) 0 I See Footnotes ( 2 ) ( 3 ) ( 4 ) Series D Preferred Stock ( 1 ) 10/29/2021 C 2,706 ( 1 ) ( 1 ) Common Stock 2,706 ( 1 ) 0 I See Footnotes ( 2 ) ( 3 ) ( 4 ) Series E Preferred Stock ( 1 ) 10/29/2021 C 1,962 ( 1 ) ( 1 ) Common Stock 1,962 ( 1 ) 0 I See Footnotes ( 2 ) ( 3 ) ( 4 ) Series F Preferred Stock ( 1 ) 10/29/2021 C 1,007 ( 1 ) ( 1 ) Common Stock 1,007 ( 1 ) 0 I See Footnotes ( 2 ) ( 3 ) ( 4 ) Series G Preferred Stock ( 1 ) 10/29/2021 C 763 ( 1 ) ( 1 ) Common Stock 763 ( 1 ) 0 I See Footnotes ( 2 ) ( 3 ) ( 4 ) Series A Preferred Stock ( 1 ) 10/29/2021 C 909,974 ( 1 ) ( 1 ) Common Stock 909,974 ( 1 ) 0 I See Footnotes ( 6 ) ( 3 ) ( 4 ) Series C Preferred Stock ( 1 ) 10/29/2021 C 59,422 ( 1 ) ( 1 ) Common Stock 59,422 ( 1 ) 0 I See Footnotes ( 6 ) ( 3 ) ( 4 ) Series D Preferred Stock ( 1 ) 10/29/2021 C 63,285 ( 1 ) ( 1 ) Common Stock 63,285 ( 1 ) 0 I See Footnotes ( 6 ) ( 3 ) ( 4 ) Series E Preferred Stock ( 1 ) 10/29/2021 C 45,897 ( 1 ) ( 1 ) Common Stock 45,897 ( 1 ) 0 I See Footnotes ( 6 ) ( 3 ) ( 4 ) Series F Preferred Stock ( 1 ) 10/29/2021 C 23,542 ( 1 ) ( 1 ) Common Stock 23,542 ( 1 ) 0 I See Footnotes ( 6 ) ( 3 ) ( 4 ) Series G Preferred Stock ( 1 ) 10/29/2021 C 17,850 ( 1 ) ( 1 ) Common Stock 17,850 ( 1 ) 0 I See Footnotes ( 6 ) ( 3 ) ( 4 ) Series A Preferred Stock ( 1 ) 10/29/2021 C 2,509,453 ( 1 ) ( 1 ) Common Stock 2,509,453 ( 1 ) 0 I See Footnotes ( 7 ) ( 3 ) ( 4 ) Series C Preferred Stock ( 1 ) 10/29/2021 C 163,867 ( 1 ) ( 1 ) Common Stock 163,867 ( 1 ) 0 I See Footnotes ( 7 ) ( 3 ) ( 4 ) Series D Preferred Stock ( 1 ) 10/29/2021 C 174,522 ( 1 ) ( 1 ) Common Stock 174,522 ( 1 ) 0 I See Footnotes ( 7 ) ( 3 ) ( 4 ) Series E Preferred Stock ( 1 ) 10/29/2021 C 126,571 ( 1 ) ( 1 ) Common Stock 126,571 ( 1 ) 0 I See Footnotes ( 7 ) ( 3 ) ( 4 ) Series F Preferred Stock ( 1 ) 10/29/2021 C 64,922 ( 1 ) ( 1 ) Common Stock 64,922 ( 1 ) 0 I See Footnotes ( 7 ) ( 3 ) ( 4 ) Series G Preferred Stock ( 1 ) 10/29/2021 C 49,225 ( 1 ) ( 1 ) Common Stock 49,225 ( 1 ) 0 I See Footnotes ( 7 ) ( 3 ) ( 4 ) Series G Preferred Stock ( 1 ) 10/29/2021 C 847,978 ( 1 ) ( 1 ) Common Stock 847,978 ( 1 ) 0 I See Footnote ( 8 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Highland Management Partners VIII Ltd C/O HIGHLAND CAPITAL PARTNERS ONE BROADWAY, 16TH FLOOR CAMBRIDGE, MA02142 X Highland Management Partners VIII Limited Partnership C/O HIGHLAND CAPITAL PARTNERS ONE BROADWAY, 16TH FLOOR CAMBRIDGE, MA02142 X Highland Capital Partners VIII-B Limited Partnership C/O HIGHLAND CAPITAL PARTNERS ONE BROADWAY, 16TH FLOOR CAMBRIDGE, MA02142 X Highland Capital Partners VIII-C Limited Partnership C/O HIGHLAND CAPITAL PARTNERS ONE BROADWAY, 16TH FLOOR CAMBRIDGE, MA02142 X Highland Capital Partners VIII Limited Partnership C/O HIGHLAND CAPITAL PARTNERS ONE BROADWAY, 16TH FLOOR CAMBRIDGE, MA02142 X Highland Leaders Fund I GP, L.P. C/O HIGHLAND CAPITAL PARTNERS ONE BROADWAY, 16TH FLOOR CAMBRIDGE, MA02142 X Highland Leaders Fund I GP, LLC C/O HIGHLAND CAPITAL PARTNERS ONE BROADWAY, 16TH FLOOR CAMBRIDGE, MA02142 X Highland Leaders Fund I, L.P. C/O HIGHLAND CAPITAL PARTNERS ONE BROADWAY, 16TH FLOOR CAMBRIDGE, MA02142 X Signatures Highland Management Partners VIII Limited, By: /s/ Jessica Healey, Authorized Officer 11/02/2021 Signature of Reporting Person Date Highland Management Partners VIII Limited Partnership, By: Highland Management Partners VIII Limited, By: /s/ Jessica Healey, Authorized Officer 11/02/2021 Signature of Reporting Person Date Highland Capital Partners VIII-B Limited Partnership, By: Highland Management Partners VIII Limited Partnership, By: Highland Management Partners VIII Limited, By: /s/ Jessica Healey, Authorized Officer 11/02/2021 Signature of Reporting Person Date Highland Capital Partners VIII-C Limited Partnership, By: Highland Management Partners VIII Limited Partnership, By: Highland Management Partners VIII Limited, By: /s/ Jessica Healey, Authorized Officer 11/02/2021 Signature of Reporting Person Date Highland Capital Partners VIII Limited Partnership, By: Highland Management Partners VIII Limited Partnership, By: Highland Management Partners VIII Limited, By: /s/ Jessica Healey, Authorized Officer 11/02/2021 Signature of Reporting Person Date Highland Leaders Fund I GP, LLC, By: /s/ Jessica Healey, Authorized Officer 11/02/2021 Signature of Reporting Person Date Highland Leaders Fund I GP, L.P., By: Highland Leaders Fund I GP, LLC, By: /s/ Jessica Healey, Authorized Officer 11/02/2021 Signature of Reporting Person Date Highland Leaders Fund I, L.P., By: Highland Leaders Fund I GP, L.P., By: Highland Leaders Fund I GP, LLC, By: /s/ Jessica Healey, Authorized Officer 11/02/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Upon the closing of the Issuer's initial public offering, each share of preferred stock automatically converted into shares of the Issuer's common stock on a one-for-one basis for no additional consideration. ( 2 )These shares are held of record by Highland Capital Partners VIII-B Limited Partnership ("Highland Capital VIII-B"). ( 3 )Highland Management Partners VIII Limited ("HMP VIII Ltd") is the general partner of Highland Management Partners VIII Limited Partnership ("HMP VIII LP"), which is the general partner of each of Highland Capital VIII-B, Highland Capital VIII-C and Highland Capital VIII (collectively, the "Highland VIII Funds"). Robert Davis, Daniel Nova (a member of the Issuer's board of directors), Paul Maeder and Corey Mulloy (collectively, the "HMP VIII Directors") are the Directors of HMP VIII Ltd and may be deemed to have voting and dispositive power over the shares held by each of the Highland VIII Funds. ( 4 )(continued from footnote 3) Each of the HMP VIII Directors, HMP VIII Ltd and HMP VIII LP disclaims beneficial ownership of the securities held by each of the Highland VIII Funds, except to the extent of their pecuniary interests therein, if any, and the filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, any of them is the beneficial owner of any securities reported herein. ( 5 )Immediately prior to the completion of the Issuer's initial public offering, each share of Common Stock was reclassified into one share of Class A Common Stock in an exempt transaction pursuant to Rule 16b-7. ( 6 )These shares are held of record by Highland Capital Partners VIII-C Limited Partnership ("Highland Capital VIII-C"). ( 7 )These shares are held of record by Highland Capital Partners VIII Limited Partnership ("Highland Capital VIII"). ( 8 )These shares are held of record by Highland Leaders Fund I, L.P. ("HLF I"). The general partner of HLF I is Highland Leaders Fund I GP, L.P. ("HLF I GP LP"), whose general partner is Highland Leaders Fund I GP, LLC ("HLF I GP LLC"). Robert Davis, Daniel Nova (a member of the Issuer's board of directors), Paul Maeder, Corey Mulloy and Craig Driscoll (the "HLF I Managing Members") are the Managing Members of HLF I GP LLC and may be deemed to have voting and dispositive power over the shares held by HLF I. Each of HLF I GP LP, HLF I GP LLC, and the HLF I Managing Members disclaims beneficial ownership of the securities held by HLF I, except to the extent of their respective pecuniary interests therein, if any, and the filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, any of them is the beneficial owner of any securities reported herein.

Remarks: Daniel J. Nova is a member of the Issuer's board of directors and files separate Section 16 reports.

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.
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