Sec Form 4 Filing - Tung Hans @ 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 Tung Hans 2. Issuer Name and Ticker or Trading Symbol Poshmark, Inc. [ POSH] 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) 2800 SAND HILL ROAD, SUITE 250 3. Date of Earliest Transaction (MM/DD/YY) 01/19/2021 (Street) MENLO PARK, CA94025 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

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 C-1 Preferred Stock ( 1 ) 01/19/2021 C 4,656,685 ( 1 ) ( 1 ) Common Stock (Class B Common Stock) ( 2 ) 4,656,685 $ 0 0 I See Footnote ( 3 ) Series D Preferred Stock ( 1 ) 01/19/2021 C 288,012 ( 1 ) ( 1 ) Common Stock (Class B Common Stock) ( 2 ) 288,012 $ 0 0 I See Footnote ( 3 ) Series C-1 Preferred Stock ( 1 ) 01/19/2021 C 170,900 ( 1 ) ( 1 ) Common Stock (Class B Common Sock) ( 2 ) 170,900 $ 0 0 I See Footnote ( 4 ) Series D Preferred Stock ( 1 ) 01/19/2021 C 10,570 ( 1 ) ( 1 ) Common Stock (Class B Cmmon Sock) ( 2 ) 10,570 $ 0 0 I See Footnote ( 4 ) Class B Common Stock ( 2 ) ( 5 ) 01/19/2021 C 4,944,697 ( 5 ) ( 5 ) Class A Common Stock ( 5 ) 4,944,697 $ 0 4,944,697 I See Footnote ( 3 ) Class B Common Stock ( 2 ) ( 5 ) 01/19/2021 C 181,470 ( 5 ) ( 5 ) Class A Common Stock ( 5 ) 181,470 $ 0 181,470 I See Footnote ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Tung Hans 2800 SAND HILL ROAD, SUITE 250 MENLO PARK, CA94025 X Signatures /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 C-1 Preferred Stock and Series D Preferred Stock (collectively, the "Preferred Stock") automatically converted into one share of the Issuer's Class B Common Stock on a one-for-one basis. The shares of Preferred Stock had no expiration date. ( 2 )Immediately prior to the completion of the Issuer's initial public offering, each share of Common Stock was reclassified into one share of Class B Common Stock. ( 3 )The shares are held directly by GGV Capital V L.P. The Reporting Person is a managing director of GGV Capital V L.L.C., which is the general partner of GGV Capital V L.P., and the Reporting Person may be deemed to share voting and investment powers with regard to the securities held directly by such entities. ( 4 )The shares are held directly by GGV Capital V Entrepreneurs Fund L.P. The Reporting Person is a Managing Partner of GGV Capital V L.L.C., which is the general partner of GGV Capital V Entrepreneurs Fund L.P., and the Reporting Person may be deemed to share voting and investment powers with regard to the securities held directly by such entities. ( 5 )Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the Reportable 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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