Sec Form 4 Filing - Lerer Benjamin @ Casper Sleep Inc. - 2022-01-25

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 Lerer Benjamin 2. Issuer Name and Ticker or Trading Symbol Casper Sleep Inc. [ CSPR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O CASPER SLEEP INC., 3 WTC 175 GREENWICH ST. FL. 40 3. Date of Earliest Transaction (MM/DD/YY) 01/25/2022 (Street) NEW YORK, NY10007 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 Common Stock 01/25/2022 D 33,394 D $ 6.9( 1 )( 2 ) 0 D Common Stock 01/25/2022 D 1,291,937 D $ 6.9( 1 ) 0 I See Footnotes( 3 )( 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 Lerer Benjamin C/O CASPER SLEEP INC. 3 WTC 175 GREENWICH ST. FL. 40 NEW YORK, NY10007 X Signatures /s/ Michael Monahan, Attorney-in-Fact for Benjamin Lerer 01/26/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects disposition in connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of November 14, 2021 (the "Merger Agreement"), by and among Casper Sleep Inc. (the "Issuer"), Marlin Parent, Inc. and Marlin Merger Sub, Inc. ("Merger Sub"). On January 25, 2022, upon the closing of the merger of Merger Sub with and into the Issuer (the "Merger") contemplated by the Merger Agreement, each share of common stock of the Issuer, par value $0.000001 per share, was cancelled and automatically converted into the right to receive an amount in cash equal to $6.90 (the "Merger Consideration"), without interest, subject to applicable withholding taxes. ( 2 )In accordance with the Merger Agreement, each restricted stock unit award ("RSU Award") of the Issuer outstanding immediately prior to the effective time of the Merger (whether vested or unvested) was cancelled and converted into the right to receive an amount in cash, subject to applicable withholding taxes, equal to the Merger Consideration multiplied by the number of shares of Issuer common stock subject to such RSU Award. ( 3 )Includes (i) 159,892 shares held by Lerer Hippeau Ventures CS, LLC ("Lerer CS"), (ii) 929,439 shares held by Lerer Ventures III, LP ("LV III"), (iii) 73,403 shares held by Lerer Ventures III-A, LLC ("LV III-A"), (iv) 56,773 shares held by Lerer Hippeau Ventures III-B, LP ("LV III-B" and together with LV III and LV III-A, the "LV III Entities") and (v) 72,430 shares held by Lerer Hippeau Ventures Select Fund, LP ("Lerer Select Fund"). ( 4 )Lerer Hippeau Ventures CS Manager LLC is the manager of Lerer CS. Lerer Ventures III GP, LLC is the general partner of each of the LV III Entities. Lerer Hippeau Ventures Select Fund GP, LLC is the general partner of Lerer Select Fund. The Reporting Person is a managing partner of Lerer Hippeau Ventures, a manager of Lerer Hippeau Ventures CS Manager LLC, a manager of Lerer Ventures III GP, LLC and a managing member of Lerer Hippeau Ventures Select Fund GP, LLC. As a result, the Reporting Person may be deemed to share voting and dispositive powers over the shares held each of the foregoing entities. The Reporting Person disclaims beneficial ownership of the shares reported herein except to the extent of his pecuniary interest therein, if any.

Remarks: Exhibit 24 - Power of Attorney.

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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