Sec Form 4 Filing - Institutional Venture Management XV, LLC @ Lulu's Fashion Lounge Holdings, Inc. - 2023-09-06

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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
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, BLDG. 2, SUITE 250
3. Date of Earliest Transaction (MM/DD/YY)
09/06/2023
(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
Common Stock 09/06/2023 J( 1 ) 5,944 D 0 D ( 2 )
Common Stock 09/06/2023 J( 1 ) 2,972 A 23,600 I By Institutional Venture Management XV, LLC ( 3 )
Common Stock 09/06/2023 J( 1 ) 2,972 A 23,600 I By Institutional Venture Management XVI, LLC ( 4 )
Common Stock 3,730,160 I By Institutional Venture Partners XV, L.P. ( 5 )
Common Stock 19,843 I By Institutional Venture Partners XV Executive Fund, L.P. ( 6 )
Common Stock 3,749,997 I By Institutional Venture Partners XVI, L.P. ( 7 )
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
Institutional Venture Management XV, LLC
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
300 SAND HILL ROAD, BLDG. 2, SUITE 250
MENLO PARK, CA94025
X
FOGELSONG NORMAN A
300 SAND HILL ROAD, BLDG. 2, SUITE 250
MENLO PARK, CA94025
X
Harrick Stephen J
300 SAND HILL ROAD, BLDG. 2, SUITE 250
MENLO PARK, CA94025
X
Maltz Jules A.
300 SAND HILL ROAD, BLDG. 2, SUITE 250
MENLO PARK, CA94025
X
Miller J Sanford
300 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
Liaw Eric
3000 SAND HILL ROAD, BLDG. 2, SUITE 250
MENLO PARK, CA94025
X
Institutional Venture Management XVI, LLC
3000 SAND HILL ROAD, BLDG. 2, SUITE 250
MENLO PARK, CA94025
X
Signatures
/s/Tracy Hogan, Attorney-In-Fact Institutional Venture Management XV, LLC 09/08/2023
Signature of Reporting Person Date
/s/ Tracy Hogan, Attorney-In-Fact Todd C. Chaffee 09/08/2023
Signature of Reporting Person Date
/s/ Tracy Hogan, Attorney-In-Fact Somesh Dash 09/08/2023
Signature of Reporting Person Date
/s/ Tracy Hogan, Attorney-In-Fact Norman A. Fogelsong 09/08/2023
Signature of Reporting Person Date
/s/ Tracy Hogan, Attorney-In-Fact Stephen J. Harrick 09/08/2023
Signature of Reporting Person Date
/s/ Tracy Hogan, Attorney-In-Fact Jules A. Maltz 09/08/2023
Signature of Reporting Person Date
/s/ Tracy Hogan, Attorney-In-Fact Sanford J. Miller 09/08/2023
Signature of Reporting Person Date
/s/ Tracy Hogan, Attorney-In-Fact Dennis B. Phelps, Jr. 09/08/2023
Signature of Reporting Person Date
/s/ Tracy Hogan, Attorney-In-Fact Eric Liaw 09/08/2023
Signature of Reporting Person Date
/s/ Tracy Hogan, Attorney-In-Fact Institutional Venture Management XVI, LLC 09/08/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents the transfer of shares, which Eric Liaw received pursuant to the Issuer's non-employee director compensation policy, from Mr. Liaw to each of Institutional Venture Management XV, LLC ("IVM XV") and Institutional Venture Management XVI, LLC ("IVM XVI"). Pursuant to a series of Director Compensation Assignment Agreements, Mr. Liaw has agreed to assign the beneficial interest in any equity awards granted to him for his service as director of the Issuer to IVM XV and IVM XVI.
( 2 )The shares are held directly by Eric Liaw.
( 3 )The shares are held directly by IVM XV. Todd C. Chaffee, Somesh Dash, Norman A. Fogelsong, Eric Liaw, Stephen J. Harrick, Jules A. Maltz, J. Sanford Miller and Dennis B. Phelps, Jr. are the managing directors of IVM XV and may be deemed to share voting and dispositive power over the shares held by IVM XV. Each of Messrs. Chaffee, Das h, Fogelsong, Liaw, Harrick, Maltz, Miller and Phelps disclaims beneficial ownership of the shares held by IVM XV except to the extent of his respective proportionate pecuniary interest therein.
( 4 )The shares are held directly by IVM XVI. Todd C. Chaffee, Somesh Dash, Norman A. Fogelsong, Stephen J. Harrick, Eric Liaw, Jules A. Maltz, J. Sanford Miller and Dennis B. Phelps, Jr. are the managing directors of IVM XVI and may be deemed to share voting and dispositive power over the shares held by IVM XVI. Each of Messrs. Chaffee, Dash, Fogelsong, Harrick, Liaw, Maltz, Miller and Phelps disclaims beneficial ownership of these securities, except to the extent of his respective proportionate pecuniary interest therein.
( 5 )The shares are held directly by Institutional Venture Partners XV, L.P. ("IVP XV"). IVM XV is the general partner of IVP XV. Todd C. Chaffee, Somesh Dash, Norman A. Fogelsong, Eric Liaw, Stephen J. Harrick, Jules A. Maltz, J. Sanford Miller and Dennis B. Phelps, Jr. 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 Messrs. Chaffee, Dash, Fogelsong, Harrick, Liaw, Maltz, Miller and Phelps disclaims beneficial ownership of the shares held by IVP XV except to the extent of its or his respective proportionate pecuniary interest therein.
( 6 )The shares are held directly by Institutional Venture Partners XV Executive Fund, L.P. ("IVP XV EF"). IVM XV is the general partner of IVP XV EF. Todd C. Chaffee, Somesh Dash, Norman A. Fogelsong, Eric Liaw, Stephen J. Harrick, Jules A. Maltz, J. Sanford Miller and Dennis B. Phelps, Jr. 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 Messrs. Chaffee, Dash, Fogelsong, Harrick, Liaw, Maltz, Miller and Phelps disclaims beneficial ownership of the shares held by IVP XV EF except to the extent of its or his respective proportionate pecuniary interest therein.
( 7 )The shares are held directly by Institutional Venture Partners XVI, L.P. ("IVP XVI"). IVM XVI is the general partner of IVP XVI. Todd C. Chaffee, Somesh Dash, Norman A. Fogelsong, Eric Liaw, Stephen J. Harrick, Jules A. Maltz, J. Sanford Miller and Dennis B. Phelps, Jr. 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 Messrs. Chaffee, Dash, Fogelsong, Harrick, Liaw, Maltz, Miller and Phelps disclaims beneficial ownership of the shares held by IVP XVI except to the extent of its or his respective proportionate pecuniary interest therein.

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