Sec Form 4 Filing - Hyman Jennifer @ Rent the Runway, Inc. - 2023-08-01

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 Hyman 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 X __ Officer (give title below) _____ Other (specify below) CEO & Chair (Last) (First) (Middle) C/O RENT THE RUNWAY, INC., 10 JAY STREET 3. Date of Earliest Transaction (MM/DD/YY) 08/01/2023 (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 Class A Common Stock 08/02/2023 C( 1 ) 9,386 A $ 0 3,099,892 ( 2 ) D Class A Common Stock 08/02/2023 S( 1 ) 9,386 ( 3 ) D $ 1.6639 ( 4 ) 3,090,506 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 ( 5 ) 08/01/2023 M 12,931 ( 5 ) ( 5 ) Class B Common Stock 12,931 $ 0 25,863 D Class B Common Stock ( 6 ) 08/01/2023 M 12,931 ( 6 ) ( 6 ) Class A Common Stock 12,931 $ 0 1,141,408 ( 7 ) D Restricted Stock Units ( 8 ) 08/01/2023 M 3,180 ( 8 ) ( 8 ) Class B Common Stock 3,180 $ 0 28,621 D Class B Common Stock ( 6 ) 08/01/2023 M 3,180 ( 6 ) ( 6 ) Class A Common Stock 3,180 $ 0 1,151,588 D Class B Common Stock ( 6 ) 08/02/2023 C( 1 ) 9,386 ( 6 ) ( 6 ) Class A Common Stock 9,386 $ 0 1,142,202 D Class B Common Stock ( 6 ) ( 6 ) ( 6 ) Class A Common Stock 123,108 123,108 I Held by spouse

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Hyman Jennifer C/O RENT THE RUNWAY, INC. 10 JAY STREET BROOKLYN, NY11201 X CEO & Chair Signatures /s/ Cara Schembri as Attorney in-fact for Jennifer Y. Hyman 08/04/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares of Class B common stock were converted to Class A common stock and sold solely to cover taxes upon the vesting of restricted stock units pursuant to a standing Rule 10b5-1 instruction dated December 22, 2021. ( 2 )The Reporting Person historically reported certain unvested awards of restricted stock units that were convertible into Class A common stock in Table II. Beginning with this Form 4, the Reporting Person reports all unvested restricted stock units that are convertible into Class A common Stock in Table I. The total in Column 5 has been adjusted accordingly to reflect 595,337 restricted stock units that were previously reported in Table II. In addition, the Reporting Person's Form 4 dated February 1, 2023 overstated the number of shares sold by 356 shares, which has also been reflected in Column 5 herein. ( 3 )Represents the Reporting Person's pro rata portion of the total shares sold on the transaction date to cover taxes upon vesting of restricted stock units for certain employees of the Issuer. ( 4 )The price reported in Column 4 is a weighted average price of all shares sold on the transaction date by the Issuer's broker to cover taxes upon the vesting of restricted stock units for certain employees of the Issuer. These shares were sold in multiple transactions at prices ranging from $1.61 to $1.77, inclusive. The amount reflected has been rounded to four decimal points.The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 5 )Each restricted stock unit represents the contingent right to receive one share of the Issuer's Class B common stock. The restricted stock units vest in three remaining substantially equal quarterly installments. ( 6 )Each restricted stock unit represents the contingent right to receive one share of the Issuer's Class B Common Stock. The restricted stock units vest in nine remaining substantially equal quarterly installments. ( 7 )The Reporting Person's Form 4s subsequent to February 1, 2023 understated the number of shares of Class B common stock held by the Reporting Person by 356 shares, which has been corrected herein. ( 8 )Each RSU represents the contingent right to receive one share of the Issuer's Class B common stock. The RSUs vest in ten remaining substantially equal quarterly installments.

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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