Sec Form 3 Filing - Institutional Venture Management XV, LLC @ Lulu's Fashion Lounge Holdings, Inc. - 2021-11-10

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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
Institutional Venture Management XV, LLC
2. Issuer Name and Ticker or Trading Symbol
Lulu's Fashion Lounge Holdings, Inc. [ LVLU]
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)
3000 SAND HILL ROAD, BUILDING 2, SUITE 250
3. Date of Earliest Transaction (MM/DD/YY)
11/10/2021
(Street)
MENLO PARK, CA94025
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
Series B Preferred Stock 207,232 I Directly held by Institutional Venture Partners XV, L.P.( 1 )
Series B Preferred Stock 1,102 I Directly held by Institutional Venture Partners XV Executive Fund, L.P.( 2 )
Series B Preferred Stock 208,383 I Directly held by Institutional Venture Partners XVI, L.P.( 3 )
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 ( 4 ) ( 4 ) ( 4 ) Common Stock 3,730,160 I Directly held by Institutional Venture Partners XV, L.P.( 1 )
Series A Preferred Stock ( 4 ) ( 4 ) ( 4 ) Common Stock 19,843 I Directly held by Institutional Venture Partners XV Executive Fund, L.P.( 2 )
Series A Preferred Stock ( 4 ) ( 4 ) ( 4 ) Common Stock 3,749,998 I Directly held by Institutional Venture Partners XVI, L.P.( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Institutional Venture Management XV, LLC
3000 SAND HILL ROAD
BUILDING 2, SUITE 250
MENLO PARK, CA94025
X
Institutional Venture Partners XV Executive Fund, L.P.
3000 SAND HILL ROAD, BLDG. 2, SUITE 250
MENLO PARK, CA94025
X
Institutional Venture Partners XV, L.P.
3000 SAND HILL ROAD, BLDG. 2, SUITE 250
MENLO PARK, CA94025
X
Maltz Jules A.
3000 SAND HILL ROAD, BLDG. 2, SUITE 250
MENLO PARK, CA94025
X
Chaffee Todd C
3000 SAND HILL ROAD, BLDG. 2, SUITE 250
MENLO PARK, CA94025
X
Dash Somesh
3000 SAND HILL ROAD, BLDG. 2, SUITE 250
MENLO PARK, CA94025
X
FOGELSONG NORMAN A
3000 SAND HILL ROAD, BLDG. 2, SUITE 250
MENLO PARK, CA94025
X
Harrick Stephen J
3000 SAND HILL ROAD, BLDG. 2, SUITE 250
MENLO PARK, CA94025
X
Phelps Dennis B
3000 SAND HILL ROAD, BLDG. 2, SUITE 250
MENLO PARK, CA94025
X
Miller J Sanford
3000 SAND HILL ROAD, BLDG. 2, SUITE 250
MENLO PARK, CA94025
X
Signatures
/s/ Crystal Landsem, Attorney-in-Fact 11/10/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Institutional Venture Management XV, LLC ("IVM XV") is the general partner of Institutional Venture Partners XV, L.P. ("IVP XV"). Todd C. Chaffee, Somesh Dash, Norman A. Fogelsong, Stephen J. Harrick, Jules A. Maltz, J. Sanford Miller and Dennis B. Phelps (collectively, the "Managing Directors") and Eric Liaw are the managing directors of IVM XV and may be deemed to share voting and dispositive power over the shares held by IVP XV. Each of IVM XV and the Managing Directors disclaims beneficial ownership of these securities, except to the extent of its or his respective proportionate pecuniary interest therein. Mr. Liaw is a director of the Issuer and files separate Section 16 reports.
( 2 )IVM XV is the general partner of Institutional Venture Partners XV Executive Fund, L.P. ("IVP XV-EF"). The Managing Directors and Eric Liaw are the managing directors of IVM XV and may be deemed to share voting and dispositive power over the shares held by IVP XV-EF. Each of IVM XV and the Managing Directors disclaims beneficial ownership of these securities, except to the extent of its or his respective proportionate pecuniary interest therein. Mr. Liaw is a director of the Issuer and files separate Section 16 reports.
( 3 )Institutional Venture Management XVI, LLC ("IVM XVI") is the general partner of Institutional Venture Partners XVI, L.P. ("IVP XVI"). The Managing Directors and Eric Liaw are the managing directors of IVM XVI and may be deemed to share voting and dispositive power over the shares held by IVP XVI. Each of IVM XVI and the Managing Directors disclaims beneficial ownership of these securities, except to the extent of its or his respective proportionate pecuniary interest therein. Mr. Liaw is a director of the Issuer and files separate Section 16 reports.
( 4 )Each share of Series A Preferred Stock will automatically convert into shares of Common Stock on a 1:4.79289 basis immediately prior to the closing of the Issuer's initial public offering and has no expiration date.

Remarks:
1 of 2: The number of joint filers exceeds the EDGAR maximum of 10 joint filers per Form. This Form 3 is being filed in conjunction with a Form 3 being filed by Institutional Venture Management XVI, LLC.Exhibit 24 - Power of Attorney.

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