Sec Form 4 Filing - Great Hill Equity Partners V, L.P. @ TheRealReal, Inc. - 2020-08-11

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 Great Hill Equity Partners V, 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 GREAT HILL PARTNERS, L.P., 200 CLARENDON STREET, 29TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 08/11/2020 (Street) BOSTON, MA02116 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 08/11/2020 J( 1 ) 2,999,937 D $ 0 6,928,325 D ( 2 ) Common Stock 08/12/2020 S 11,624 D $ 16.2645 ( 3 ) 26,845 D ( 4 )

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Great Hill Equity Partners V, L.P. C/O GREAT HILL PARTNERS, L.P. 200 CLARENDON STREET, 29TH FLOOR BOSTON, MA02116 X GREAT HILL INVESTORS LLC C/O GREAT HILL PARTNERS, L.P. 200 CLARENDON STREET, 29TH FLOOR BOSTON, MA02116 X GHP V, LLC C/O GREAT HILL PARTNERS, L.P. 200 CLARENDON STREET, 29TH FLOOR BOSTON, MA02116 X Great Hill Partners GP V, L.P. C/O GREAT HILL PARTNERS, L.P. 200 CLARENDON STREET, 29TH FLOOR BOSTON, MA02116 X Signatures /s/ John S. Dwyer, as attorney-in-fact for Great Hill Equity Partners V, L.P. 08/13/2020 Signature of Reporting Person Date /s/ John S. Dwyer, as attorney-in-fact for Great Hill Investors, LLC 08/13/2020 Signature of Reporting Person Date /s/ John S. Dwyer, as attorney-in-fact for GHP V, LLC 08/13/2020 Signature of Reporting Person Date /s/ John S. Dwyer, as attorney-in-fact for Great Hill Partners GP V, L.P. 08/13/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents a pro rata in-kind distribution of Common Stock for no value by Great Hill Equity Partners V, L.P. ("GHEP V"). ( 2 )These shares are held of record by GHEP V. GHP V, LLC is the sole general partner of Great Hill Partners GP V, L.P. ("GP V"), which is the sole general partner of GHEP V. As such, each of them may be deemed to share beneficial ownership of the securities held of record by GHEP V. Each of them disclaims any such beneficial ownership except to the extent of their pecuniary interest therein. ( 3 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $16.25 to $16.42. The reporting person undertakes to provide 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. ( 4 )These shares are held of record by Great Hill Investors, LLC.

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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