Sec Form 4 Filing - Canaan IX L.P. @ TheRealReal, Inc. - 2019-07-02

Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security.

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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 *
Canaan IX L.P.
2. Issuer Name and Ticker or Trading Symbol
TheRealReal, Inc. [ REAL]
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 CANAAN PARTNERS, 285 RIVERSIDE AVENUE, SUITE 250
3. Date of Earliest Transaction (MM/DD/YY)
07/02/2019
(Street)
WESTPORT, CT06880
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 07/02/2019 C 3,699,136 A 4,203,147 D ( 2 )
Common Stock 07/02/2019 C 1,107,412 A 5,310,559 D ( 2 )
Common Stock 07/02/2019 C 2,060,411 A 7,370,970 D ( 2 )
Common Stock 07/02/2019 C 895,290 A 8,266,260 D ( 2 )
Common Stock 07/02/2019 C 327,149 A 8,593,409 D ( 2 )
Common Stock 07/02/2019 C 213,510 A 8,806,919 D ( 2 )
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 ) 07/02/2019 C 7,398,272 ( 1 ) ( 1 ) Common Stock 3,699,136 $ 0 0 D ( 2 )
Series B Preferred Stock ( 1 ) 07/02/2019 C 2,214,825 ( 1 ) ( 1 ) Common Stock 1,107,412 $ 0 0 D ( 2 )
Series C Preferred Stock ( 1 ) 07/02/2019 C 4,120,823 ( 1 ) ( 1 ) Common Stock 2,060,411 $ 0 0 D ( 2 )
Series D Preferred Stock ( 1 ) 07/02/2019 C 1,790,580 ( 1 ) ( 1 ) Common Stock 895,290 $ 0 0 D ( 2 )
Series E Preferred Stock ( 1 ) 07/02/2019 C 654,298 ( 1 ) ( 1 ) Common Stock 327,149 $ 0 0 D ( 2 )
Series G Preferred Stock ( 1 ) 07/02/2019 C 427,020 ( 1 ) ( 1 ) Common Stock 213,510 $ 0 0 D ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Canaan IX L.P.
C/O CANAAN PARTNERS
285 RIVERSIDE AVENUE, SUITE 250
WESTPORT, CT06880
X
Canaan Partners IX LLC
C/O CANAAN PARTNERS
285 RIVERSIDE AVENUE, SUITE 250
WESTPORT, CT06880
X
Signatures
Canaan IX L.P., By: Canaan Partners IX LLC, its general partner, By: /s/ Nancy Levenson, Attorney-in-Fact 07/02/2019
** Signature of Reporting Person Date
Canaan Partners IX LLC, By: /s/ Nancy Levenson, Attorney-in-Fact 07/02/2019
** Signature of Reporting Person Date
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 shares 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 may be deemed to have sole voting, investment and dispositive power with respect to the shares held by the Canaan Fund. Investment and voting decisions with respect to the shares held by the Canaan Fund are made by the managers of Canaan IX, collectively. Canaan IX disclaims Section 16 beneficial ownership of the securities held by the Canaan Fund, except to the extent of its pecuniary interest therein, if any.

Remarks:
Exhibit 24 - Power of Attorney (incorporated herein by reference to the Power of Attorney filed as Exhibit 24 to the Form 3 filed by the Reporting Persons on June 27, 2019)

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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