Sec Form 4 Filing - MING JENNY J @ Poshmark, Inc. - 2021-01-15

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 MING JENNY J 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) C/O POSHMARK, INC., 203 REDWOOD SHORES PARKWAY 3. Date of Earliest Transaction (MM/DD/YY) 01/15/2021 (Street) REDWOOD CITY, CA94065 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 Restricted Stock Units ( 1 ) 01/15/2021 M 8,823 ( 2 ) 06/03/2026 Class B Common Stock 8,823 $ 0 8,913 D Class B Common Stock ( 3 ) 01/15/2021 M 8,823 ( 3 ) ( 3 ) Class A Common Stock 8,823 $ 0 8,823 D Restricted Stock Units ( 1 ) 03/04/2021 M 1,486 ( 2 ) 06/03/2026 Class B Common Stock 1,486 $ 0 7,427 D Class B Common Stock ( 3 ) 03/04/2021 M 1,486 ( 3 ) ( 3 ) Class A Common Stock 1,486 $ 0 10,309 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MING JENNY J C/O POSHMARK, INC. 203 REDWOOD SHORES PARKWAY REDWOOD CITY, CA94065 X Signatures /s/ Evan Ferl, Attorney-in-Fact 04/09/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Issuer's Class B Common Stock. ( 2 )The units are subject to time- and performance-based vesting. The units shall satisfy the time-based vesting as to 33% of the units on June 4, 2020 and as to the remainder in eight quarterly installments thereafter, subject to the Reporting Person's continued board service to the Issuer through each such vesting date. The performance-based vesting condition was satisfied upon the Issuer's initial public offering (as defined in the Plan). ( 3 )Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the Reporting Person, and has no expiration date.

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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