Sec Form 3 Filing - PWP Growth Equity Fund II LP @ TheRealReal, Inc. - 2019-06-27

FORM 3 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 PWP Growth Equity Fund II LP 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 PWP GROWTH EQUITY, 767 FIFTH AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 06/27/2019 (Street) NEW YORK, NY10153 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

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 G Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 5,509,697 I See footnotes ( 2 ) ( 4 ) ( 5 ) Series G Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 1,585,856 I See footnotes ( 3 ) ( 4 ) ( 5 ) Series H Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 275,485 I See footnotes ( 2 ) ( 4 ) ( 5 ) Series H Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 79,292 I See footnotes ( 3 ) ( 4 ) ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other PWP Growth Equity Fund II LP C/O PWP GROWTH EQUITY 767 FIFTH AVENUE NEW YORK, NY10153 X PWP Growth Equity Fund II B LP C/O PWP GROWTH EQUITY 767 FIFTH AVENUE NEW YORK, NY10153 X PWP Growth Equity Fund II GP LLC C/O PWP GROWTH EQUITY 767 FIFTH AVENUE NEW YORK, NY10153 X Perella Weinberg Partners Capital Management LP C/O PWP GROWTH EQUITY 767 FIFTH AVENUE NEW YORK, NY10153 X Perella Weinberg Partners Capital Management GP LLC C/O PWP GROWTH EQUITY 767 FIFTH AVENUE NEW YORK, NY10153 X PWP Capital Group LP C/O PWP GROWTH EQUITY 767 FIFTH AVENUE NEW YORK, NY10153 X PWP Capital Group GP LLC C/O PWP GROWTH EQUITY 767 FIFTH AVENUE NEW YORK, NY10153 X PWP Capital Holdings LP C/O PWP GROWTH EQUITY 767 FIFTH AVENUE NEW YORK, NY10153 X Perella Weinberg Partners LLC C/O PWP GROWTH EQUITY 767 FIFTH AVENUE NEW YORK, NY10153 X FERGUSON DAVID L C/O PWP GROWTH EQUITY 767 FIFTH AVENUE NEW YORK, NY10153 X Signatures PWP Growth Equity Fund II LP By: PWP Growth Equity Fund II GP LLC, its general partner By: Perella Weinberg Partners Capital Management LP, its managing member By: /s/ Frances Ni, Chief Financial Officer 06/27/2019 Signature of Reporting Person Date PWP Growth Equity Fund II B LP By: PWP Growth Equity Fund II GP LLC, its general partner By: Perella Weinberg Partners Capital Management LP, its managing member By: /s/ Frances Ni, Chief Financial Officer 06/27/2019 Signature of Reporting Person Date PWP Growth Equity Fund II GP LLC By: Perella Weinberg Partners Capital Management LP, its managing member By: /s/ Frances Ni , Chief Financial Officer 06/27/2019 Signature of Reporting Person Date Perella Weinberg Partners Capital Management LP By: /s/ Frances Ni, Chief Financial Officer 06/27/2019 Signature of Reporting Person Date Perella Weinberg Partners Capital Management GP LLC By: PWP Capital Group LP By: PWP Capital Group GP LLC By: PWP Capital Holdings LP By: Perella Weinberg Partners LLC By: /s/ Gary Barancik, CFO of Perella Weinberg Partners 06/27/2019 Signature of Reporting Person Date PWP Capital Group LP By: PWP Capital Group GP LLC, its general partner By: PWP Capital Holdings LP, its managing member By: Perella Weinberg Partners LLC, its general partner By: /s/ Gary Barancik, Chief Financial Officer of Perella Weinberg Partners 06/27/2019 Signature of Reporting Person Date PWP Capital Group GP LLC By: PWP Capital Holdings LP, its managing member By: Perella Weinberg Partners LLC, its general partner By: /s/ Gary Barancik, Chief Financial Officer of Perella Weinberg Partners 06/27/2019 Signature of Reporting Person Date PWP Capital Holdings LP By: Perella Weinberg Partners LLC, its general partner By: /s/ Gary Barancik, Chief Financial Officer of Perella Weinberg Partners 06/27/2019 Signature of Reporting Person Date Perella Weinberg Partners LLC By: /s/ Gary Barancik, Chief Financial Officer of Perella Weinberg Partners 06/27/2019 Signature of Reporting Person Date /s/ David L. Ferguson 06/27/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each share of Series G Preferred Stock and Series H Preferred Stock (collectively, the "Preferred Stock") will automatically be 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 has no expiration date. ( 2 )These Shares are directly held by PWP Growth Equity Fund II LP ("PWPGEF II"). ( 3 )These Shares are directly held by PWP Growth Equity Fund II B LP ("PWPGEF II B"). ( 4 )PWP Growth Equity Fund II GP LLC ("PWPGEF II GP") is the general partner of PWPGEF II and of PWPGEF II B. PWPGEF II GP is managed by its managing member, Perella Weinberg Partners Capital Management LP ("PWPCM"). PWPCM is managed by its general partner, Perella Weinberg Partners Capital Management GP LLC ("PWPCMGP"). PWPCMGP is managed by its managing member, PWP Capital Group LP ("PWPCG"). PWPCG is managed by its general partner, PWP Capital Group GP LLC ("PWPCGGP"). PWPGCGP is managed by its managing member, PWP Capital Holdings LP ("PWPCH"). PWPCH is managed by its general partner, Perella Weinberg Partners LLC ("PWPLLC"). Each of PWPGEF II GP, PWPCM, PWPCMGP, PWPCG, PWPCGGP, PWPCH and PWPLLC disclaims beneficial ownership of such Shares within the meaning of Rule 16a-1(a)(2) promulgated pursuant to the Exchange Act, except to the extent of its proportionate pecuniary interest therein, if any. ( 5 )Pursuant to a delegation of certain investment management authority by PWPCM to Chip Baird and David Ferguson as portfolio managers of PWP Growth Equity, each of the Mr. Baird and Mr. Ferguson may be deemed to beneficially own and share voting, investment and dispositive power with respect to the Shares held by PWPGEF II and PWPGEF II B. Each of Mr. Baird and Mr. Ferguson disclaims beneficial ownership of such Shares within the meaning of Rule 16a-1(a)(2) promulgated pursuant to the Exchange Act, except to the extent of his proportionate pecuniary interest therein, if any.

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).

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