Insider filing report for Changes in Beneficial Ownership
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The following is an SEC EDGAR document rendered as filed.
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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 *
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)
07/02/2019
(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 07/02/2019 C 7,333,402 A 7,333,402 D ( 3 ) ( 5 ) ( 6 )
Common Stock 07/02/2019 C 28,416 A 28,416 D ( 4 ) ( 5 ) ( 6 )
Common Stock 07/02/2019 C 1,945,348 A 9,278,750 D ( 3 ) ( 5 ) ( 6 )
Common Stock 07/02/2019 C 7,537 A 35,953 D ( 4 ) ( 5 ) ( 6 )
Common Stock 07/02/2019 C 649,512 A 9,928,262 D ( 3 ) ( 5 ) ( 6 )
Common Stock 07/02/2019 C 2,516 A 38,469 D ( 4 ) ( 5 ) ( 6 )
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 F Preferred Stock ( 1 ) 07/02/2019 C 12,906,712 ( 1 ) ( 1 ) Common Stock 7,333,402 $ 0 0 D ( 3 ) ( 5 ) ( 6 )
Series F Preferred Stock ( 1 ) 07/02/2019 C 50,012 ( 1 ) ( 1 ) Common Stock 28,416 $ 0 0 D ( 4 ) ( 5 ) ( 6 )
Series G Preferred Stock ( 2 ) 07/02/2019 C 3,890,696 ( 2 ) ( 2 ) Common Stock 1,945,348 $ 0 0 D ( 3 ) ( 5 ) ( 6 )
Series G Preferred Stock ( 2 ) 07/02/2019 C 15,075 ( 2 ) ( 2 ) Common Stock 7,537 $ 0 0 D ( 4 ) ( 5 ) ( 6 )
Series H Preferred Stock ( 2 ) 07/02/2019 C 1,299,025 ( 2 ) ( 2 ) Common Stock 649,512 $ 0 0 D ( 3 ) ( 5 ) ( 6 )
Series H Preferred Stock ( 2 ) 07/02/2019 C 5,033 ( 2 ) ( 2 ) Common Stock 2,516 $ 0 0 D ( 4 ) ( 5 ) ( 6 )
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
GAFFNEY CHRISTOPHER S
C/O GREAT HILL PARTNERS, L.P.
200 CLARENDON STREET, 29TH FLOOR
BOSTON, MA02116
X
HAYES JOHN G
C/O GREAT HILL PARTNERS, L.P.
200 CLARENDON STREET, 29TH FLOOR
BOSTON, MA02116
X
Taber Mark D.
C/O GREAT HILL PARTNERS, L.P.
200 CLARENDON STREET, 29TH FLOOR
BOSTON, MA02116
X
Vettel Matthew T
C/O GREAT HILL PARTNERS, L.P.
200 CLARENDON STREET, 29TH FLOOR
BOSTON, MA02116
X
Kumin Michael Andrew
C/O GREAT HILL PARTNERS, L.P.
200 CLARENDON STREET, 29TH FLOOR
BOSTON, MA02116
X X
Signatures
/s/ John S. Dwyer, John S. Dwyer, as attorney-in-fact for Great Hill Equity Partners V, L.P. 07/02/2019
** Signature of Reporting Person Date
/s/ John S. Dwyer, John S. Dwyer, as attorney-in-fact for Great Hill Investors, LLC 07/02/2019
** Signature of Reporting Person Date
/s/ John S. Dwyer, John S. Dwyer, as attorney-in-fact for GHP V, LLC 07/02/2019
** Signature of Reporting Person Date
/s/ John S. Dwyer, John S. Dwyer, as attorney-in-fact for Great Hill Partners GP V, L.P. 07/02/2019
** Signature of Reporting Person Date
/s/ John S. Dwyer, John S. Dwyer, as attorney-in-fact for Christopher S. Gaffney 07/02/2019
** Signature of Reporting Person Date
/s/ John S. Dwyer, John S. Dwyer, as attorney-in-fact for John G. Hayes 07/02/2019
** Signature of Reporting Person Date
/s/ John S. Dwyer, John S. Dwyer, as attorney-in-fact for Mark D. Taber 07/02/2019
** Signature of Reporting Person Date
/s/ John S. Dwyer, John S. Dwyer, as attorney-in-fact for Matthew T. Vettel 07/02/2019
** Signature of Reporting Person Date
/s/ John S. Dwyer, John S. Dwyer, as attorney-in-fact for Michael A. Kumin 07/02/2019
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each share of Series F Preferred Stock will automatically be converted into approximately 0.5682 shares of the issuer's Common Stock ("Shares") immediately prior to the completion of the issuer's initial public offering. The Series F Preferred Stock has no expiration date.
( 2 )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.
( 3 )These Shares are directly held by Great Hill Equity Partners V, L.P. ("GHEP V"). Great Hill Partners GP V, L.P. ("GHP V GP"), is the sole general partner of GHEP V. GHP V, LLC is the sole general partner of GHP V GP. Christopher Gaffney, John G. Hayes, Michael A. Kumin, Mark D. Taber and Matthew T. Vettel (collectively, the "GH Control Persons") are the managers of GHP V, LLC.
( 4 )These Shares are directly held by Great Hill Investors, LLC ("GHI"). The GH Control Persons are the managers of GHI.
( 5 )Each of the GH Control Persons, GHP V, LLC and GHP V GP may be deemed to indirectly beneficially own the shares beneficially owned by GHEP V and GHI and disclaims beneficial ownership of these Shares, except to the extent of its or his proportionate pecuniary interest therein, if any.
( 6 )This report is filed jointly by GHI, GHEP V, GHP V GP, GHP V, LLC, Christopher S. Gaffney, John G. Hayes, Michael A. Kumin, Mark D. Taber and Matthew T. Vettel.

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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