Sec Form 4 Filing - Inventus Capital Partners Fund I LP @ Poshmark, Inc. - 2021-01-19

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 Inventus Capital Partners Fund I LP 2. Issuer Name and Ticker or Trading Symbol Poshmark, Inc. [ POSH] 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) 1325 HOWARD STREET, SUITE 244 3. Date of Earliest Transaction (MM/DD/YY) 01/19/2021 (Street) BURLINGAME, CA94010 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

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 ) 01/19/2021 C 1,618,559 ( 1 ) ( 1 ) Common Stock (Class B Common Stock) ( 2 ) 1,618,559 $ 0 0 I See Footnote ( 3 ) Series B Preferred Stock ( 1 ) 01/19/2021 C 580,580 ( 1 ) ( 1 ) Common Stock (Class B Common Stock) ( 2 ) 580,580 $ 0 0 I See Footnote ( 3 ) Series B-1 Preferred Stock ( 1 ) 01/19/2021 C 631,057 ( 1 ) ( 1 ) Common Stock (Class B Common Stock) ( 2 ) 631,057 $ 0 0 I See Footnote ( 3 ) Series C Preferred Stock ( 1 ) 01/19/2021 C 742,187 ( 1 ) ( 1 ) Common Stock (Class B Common Stock) ( 2 ) 742,187 $ 0 0 I See Footnote ( 3 ) Series C-1 Preferred Stock ( 1 ) 01/19/2021 C 137,707 ( 1 ) ( 1 ) Common Stock (Class B Common Stock) ( 2 ) 137,707 $ 0 0 I See Footnote ( 3 ) Series C Preferred Stock ( 1 ) 01/19/2021 C 1,406,250 ( 1 ) ( 1 ) Common Stock (Class B Common Stock) ( 2 ) 1,406,250 $ 0 0 I See Footnote ( 4 ) Series C-1 Preferred Stock ( 1 ) 01/19/2021 C 747,127 ( 1 ) ( 1 ) Common Stock (Class B Common Stock) ( 2 ) 747,127 $ 0 0 I See Footnote ( 4 ) Series D Preferred Stock ( 1 ) 01/19/2021 C 895,746 ( 1 ) ( 1 ) Common Stock (Class B Common Stock) ( 2 ) 895,746 $ 0 0 I See Footnote ( 5 ) Common Stock ( 2 ) ( 2 ) 01/19/2021 C 19,905 ( 2 ) ( 2 ) Common Stock (Class B Common Stock) ( 2 ) 19,905 $ 0 0 I See Footnote ( 5 ) Class B Common Stock ( 2 ) ( 6 ) 01/19/2021 C 3,710,090 ( 6 ) ( 6 ) Class A Common Stock ( 6 ) 3,710,090 $ 0 3,710,090 I See Footnote ( 3 ) Class B Common Stock ( 2 ) ( 6 ) 01/19/2021 C 2,153,377 ( 6 ) ( 6 ) Class A Common Stock ( 6 ) 2,153,377 $ 0 2,153,377 I See Footnote ( 4 ) Class B Common Stock ( 2 ) ( 6 ) 01/19/2021 C 915,651 ( 6 ) ( 6 ) Class A Common Stock ( 6 ) 915,651 $ 0 915,651 I See Footnote ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Inventus Capital Partners Fund I LP 1325 HOWARD STREET, SUITE 244 BURLINGAME, CA94010 X INVENTUS CAPITAL PARTNERS FUND II, LTD. 1325 HOWARD STREET, SUITE 244 BURLINGAME, CA94010 X INVENTUS CAPITAL CO-INVEST ANNEX FUND I, L.P. 1325 HOWARD STREET, SUITE 244 BURLINGAME, CA94010 X Signatures /s/ Evan Ferl, Attorney-in-Fact 01/21/2021 Signature of Reporting Person Date /s/ Evan Ferl, Attorney-in-Fact 01/21/2021 Signature of Reporting Person Date /s/ Evan Ferl, Attorney-in-Fact 01/21/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Immediately prior to the closing of the Issuer's initial public offering, each share of Series A Preferred Stock, Series B Preferred Stock, Series B-1 Preferred Stock, Series C Preferred Stock, Series C-1 Preferred Stock and Series D Preferred Stock (collectively, the "Preferred Stock") automatically converted into shares of the Issuer's Common Stock, par value $0.0001 per share, on a one-for-one basis. The shares of Preferred Stock had no expiration date. ( 2 )Immediately prior to the closing of the Issuer's initial public offering, each share of Common Stock was reclassified into one share of Class B Common Stock. ( 3 )The securities shown on Table II, lines 1 through 5 are held by Inventus Capital Partners Fund I L.P., a Cayman Islands Exempted Limited Partnership, or ICP I. Inventus Capital Master Management I, Ltd, a Cayman Islands Exempted Limited Partnership, or ICPMM I, is the general partner of Inventus Capital Management I, L.P., a Cayman Islands Exempted Limited Partnership, or ICPM I, which is the general partner of ICP I. John Dougery, Jr and Kanwal Rekhi are the directors of ICPMM I and ICPM II, and the managing members of ICPM Anex. As a result, each of the foregoing entities and individuals may be deemed to share beneficial ownership of the shares respectively owned by ICP I, ICP II, and ICP Annex, but each of the individuals disclaims such beneficial ownership, except to the extent of his or her proportionate pecuniary interest therein. ( 4 )The securities shown on Table II lines 6 through 7 are held by Inventus Capital Partners Fund II Ltd., or ICP II. Inventus Capital Management II, Ltd, or ICPM II, is the General Partner of ICP II. John Dougery, Jr and Kanwal Rekhi are the directors of ICPMM I and ICPM II, and the managing members of ICPM Anex. As a result, each of the foregoing entities and individuals may be deemed to share beneficial ownership of the shares respectively owned by ICP I, ICP II, and ICP Annex, but each of the individuals disclaims such beneficial ownership, except to the extent of his or her proportionate pecuniary interest therein. ( 5 )The securities shown on Table II lines 8 through 9 are held by Inventus Capital Co-Invest Annex Fund I L.P., a Delaware Limited Partnership, or ICP Annex. Inventus Capital Co-Invest Anex Management I, LLC, or ICPM Anex I, is the general partner of ICP Annex. John Dougery, Jr and Kanwal Rekhi are the directors of ICPMM I and ICPM II, and the managing members of ICPM Anex. As a result, each of the foregoing entities and individuals may be deemed to share beneficial ownership of the shares respectively owned by ICP I, ICP II, and ICP Annex, but each of the individuals disclaims such beneficial ownership, except to the extent of his or her proportionate pecuniary interest therein. ( 6 )Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the Reporting Person.

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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