Sec Form 4 Filing - Liaw Eric @ Lulu's Fashion Lounge Holdings, Inc. - 2021-11-15

Insider filing report for Changes in Beneficial Ownership
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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
Liaw Eric
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)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O LULUS FASHION LOUNGE HOLDINGS, INC., 195 HUMBOLDT AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
11/15/2021
(Street)
CHICO, CA95928
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 11/15/2021 C 3,730,160 A 3,730,160 I Directly held by Institutional Venture Partners XV, L.P.( 2 )
Common Stock 11/15/2021 C 19,843 A 19,843 I Directly held by Institutional Venture Partners XV Executive Fund, L.P.( 3 )
Common Stock 11/15/2021 C 3,749,997 A 3,749,997 I Directly held by Institutional Venture Partners XVI, L.P.( 4 )
Series B Preferred Stock 11/15/2021 J( 5 ) 207,232 D 0 I Directly held by Institutional Venture Partners XV, L.P.( 2 )
Series B Preferred Stock 11/15/2021 J( 5 ) 1,102 D 0 I Directly held by Institutional Venture Partners XV Executive Fund, L.P.( 3 )
Series B Preferred Stock 11/15/2021 J( 5 ) 208,383 D 0 I Directly held by Institutional Venture Partners XVI, L.P.( 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
Series A Preferred Stock ( 1 ) 11/15/2021 C 778,269 ( 1 ) ( 1 ) Common Stock 3,730,160 $ 0 0 I Directly held by Institutional Venture Partners XV, L.P.( 2 )
Series A Preferred Stock ( 1 ) 11/15/2021 C 4,140 ( 1 ) ( 1 ) Common Stock 19,843 $ 0 0 I Directly held by Institutional Venture Partners XV Executive Fund, L.P.( 3 )
Series A Preferred Stock ( 1 ) 11/15/2021 C 782,408 ( 1 ) ( 1 ) Common Stock 3,749,997 $ 0 0 I Directly held by Institutional Venture Partners XVI, L.P.( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Liaw Eric
C/O LULUS FASHION LOUNGE HOLDINGS, INC.
195 HUMBOLDT AVENUE
CHICO, CA95928
X X
Signatures
/s/ Crystal Landsem, Attorney-in-Fact 11/17/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each share of Series A Preferred Stock automatically converted into shares of Common Stock upon the closing of the Issuer's initial public offering (the "IPO") for no additional consideration, on a 1:4.79289 basis, and had no expiration date.
( 2 )Institutional Venture Management XV, LLC ("IVM XV") is the general partner of Institutional Venture Partners XV, L.P. ("IVP XV") The Reporting Person is a managing director of IVM XV and may be deemed to share voting and dispositive power over the shares held by IVP XV. The Reporting Person disclaims beneficial ownership of the shares held by IVP XV except to the extent of his pecuniary interest therein.
( 3 )IVM XV is the general partner of Institutional Venture Partners XV Executive Fund, L.P. ("IVP XV-EF"). The Reporting Person is a managing director of IVM XV and may be deemed to share voting and dispositive power over the shares held by IVP XV-EF. The Reporting Person disclaims beneficial ownership of the shares held by IVP XV-EF except to the extent of his pecuniary interest therein.
( 4 )Institutional Venture Management XVI, LLC ("IVM XVI") is the general partner of Institutional Venture Partners XVI, L.P. (IVP XVI"). The Reporting Person is a managing director of IVM XVI and may be deemed to share voting and dispositive power over the shares held by IVP XVI. The Reporting Person disclaims beneficial ownership of the shares held by IVP XVI except to the extent of his pecuniary interest therein.
( 5 )The shares of Series B Preferred Stock were redeemed by the Issuer and extinguished for cash consideration upon closing of the IPO and had no expiration date.

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