Sec Form 4 Filing - Fleiss Jennifer @ Rent the Runway, Inc. - 2021-10-29

Insider filing report for Changes in Beneficial Ownership
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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
Fleiss Jennifer
2. Issuer Name and Ticker or Trading Symbol
Rent the Runway, Inc. [ RENT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O RENT THE RUNWAY, INC., 10 JAY STREET
3. Date of Earliest Transaction (MM/DD/YY)
10/29/2021
(Street)
BROOKLYN, NY11201
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 J( 1 ) 626,281 D 0 D
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
Restricted Stock Units ( 2 ) 10/29/2021 J( 1 ) 20,640 ( 2 ) ( 2 ) Class B Common Stock 20,640 ( 2 ) 20,640 D
Class B Common stock ( 1 ) 10/29/2021 J( 1 ) 605,641 ( 3 ) ( 3 ) Class A Common Stock 605,641 ( 1 ) 605,641 D
Restricted Stock Units ( 2 ) 11/01/2021 M 3,440 ( 2 ) ( 2 ) Class B Common Stock 3,440 ( 2 ) 17,200 D
Class B Common stock ( 3 ) 11/01/2021 M 3,440 ( 3 ) ( 3 ) Class A Common Stock 3,440 $ 0 609,081 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Fleiss Jennifer
C/O RENT THE RUNWAY, INC.
10 JAY STREET
BROOKLYN, NY11201
X
Signatures
/s/ Cara Schembri as Attorney-in-fact for Jennifer Fleiss 11/02/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Immediately prior to the completion of the Issuer's initial public offering, each share of Common Stock was reclassified into one share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7.
( 2 )Each restricted stock units ("RSUs") represents a contingent right to receive one share of the Issuer's Class B Common Stock. The RSUs vest in 6 substantially equal quarterly installments commencing on February 1, 2022. The RSUs have no expiration date.
( 3 )Each share of Class B common stock is convertible at any time at the option of the holder into one share of Class A common stock. Each share of Class B common stock will automatically convert into one share of Class A common stock upon certain sales or transfers. The Class B common stock do not expire.

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).

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