Sec Form 4 Filing - McDonald John Michael @ Poshmark, Inc. - 2023-01-05

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 McDonald John Michael 2. Issuer Name and Ticker or Trading Symbol Poshmark, Inc. [ POSH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Operating Officer (Last) (First) (Middle) C/O POSHMARK, INC., 203 REDWOOD SHORES PARKWAY 3. Date of Earliest Transaction (MM/DD/YY) 01/05/2023 (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 Class A Common Stock 01/05/2023 D( 1 ) 128,107( 2 )( 3 ) D $ 17.9( 1 ) 0 D

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 ( 3 )( 4 ) 01/05/2023 D( 3 ) 18,334 ( 3 )( 4 ) 08/19/2027 Class B Common Stock 18,334 ( 3 ) 0 D Restricted Stock Units ( 3 )( 5 ) 01/05/2023 D( 3 ) 21,740 ( 3 )( 5 ) ( 3 )( 5 ) Class A Common Stock 21,740 ( 3 ) 0 D Class B Common Stock ( 1 ) 01/05/2023 D( 1 ) 49,179 ( 1 )( 6 ) ( 1 )( 6 ) Class B Common Stock 49,179 $ 17.9( 1 ) 0 D Stock Option (Right to Buy) $ 0.41 01/05/2023 D( 7 ) 143,137 ( 7 )( 8 ) 11/19/2023 Class B Common Stock 143,137 ( 7 ) 0 D Stock Option (Right to Buy) $ 1.11 01/05/2023 D( 7 ) 100,000 ( 7 )( 8 ) 09/17/2025 Class B Common Stock 100,000 ( 7 ) 0 D Stock Option (Right to Buy) $ 1.52 01/05/2023 D( 7 ) 153,742 ( 7 )( 8 ) 05/08/2027 Class B Common Stock 153,742 ( 7 ) 0 D Stock Option (Right to Buy) $ 10.77 01/05/2023 D( 7 ) 80,000 ( 7 )( 9 )( 10 )( 11 ) 01/14/2029 Class B Common Stock 80,000 ( 7 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other McDonald John Michael C/O POSHMARK, INC. 203 REDWOOD SHORES PARKWAY REDWOOD CITY, CA94065 Chief Operating Officer Signatures /s/ Evan Ferl, Attorney-in-Fact 01/09/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the Agreement and Plan of Merger, dated October 3, 2022 (the "Merger Agreement"), by and among Poshmark, Inc. ("Issuer"), NAVER Corporation ("Parent"), Proton Parent, Inc. ("Proton Parent"), and Proton Merger Sub, Inc. ("Merger Sub"), on January 5, 2023, Merger Sub merged with and into Issuer, with Issuer surviving the merger as an indirect subsidiary of Parent (such merger and the other transactions contemplated by the Merger Agreement, the "Merger"). At the effective time of the Merger (the "Effective Time"), each then outstanding share of Issuer's Class A common stock was cancelled, extinguished and converted into the right to receive an amount in cash equal to $17.90, without interest (the "Merger Consideration"), subject to applicable withholding taxes. ( 2 )Includes shares represented by a restricted stock unit ("RSU"). Each RSU represents a contingent right to receive one share of the Issuer's Class A common stock upon settlement. ( 3 )At the Effective Time, each RSU award that remained unvested and outstanding immediately prior to the Effective Time (an "Unvested Company RSU") was automatically cancelled and converted into a contingent right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (i) the Merger Consideration and (ii) the total number of shares of Issuer's Class A common stock or Class B common stock subject to such Unvested Company RSU (the "Cash Replacement Company RSU Amounts"), which Cash Replacement Company RSU Amounts will, subject to the Reporting Person's continued service with Parent or its affiliates through the applicable vesting dates, vest and be payable at the same time as the Unvested Company RSU for which such Cash Replacement Company RSU Amounts were exchanged would have vested pursuant to its terms. ( 4 )Each RSU represents the right to receive one share of Class B common stock. The RSUs are subject to time- and performance-based vesting. The units shall satisfy the time-based vesting as to 25% of the units on April 1, 2021 and as to the remainder in 12 quarterly installments thereafter, subject to the Reporting Person's continued 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 Issuer's 2011 Stock Option and Grant Plan). On January 1, 2023, the RSUs originally scheduled to vest over the course of 2023 were accelerated to vest on such date. ( 5 )Each RSU represents a contingent right to receive one share of the Issuer's Class A common stock. 1/8th of the RSUs vested on September 1, 2022 with the remainder vesting each three months thereafter, subject to the Reporting Person's continued service through the applicable vesting date. On January 1, 2023, the RSUs originally scheduled to vest over the course of 2023 were accelerated to vest on such date. ( 6 )Each share of Class B common stock is convertible into one share of Class A common stock at the option of the holder and has no expiration date. ( 7 )At the Effective Time, each outstanding stock option to purchase shares of Issuer's Class B common stock that was vested as of immediately prior to the Effective Time with an exercise price per share less than $17.90 (a "Vested Company Option") was automatically cancelled and converted into the right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (i) the number of shares of Issuer Class A common stock or Class B common stock subject to such Vested Company Option and (ii) the excess, if any, of the Merger Consideration over the exercise price per share of such Vested Company Option. ( 8 )These options are vested and exercisable as of the date hereof. ( 9 )At the Effective Time, each Company Option that was not a Vested Company Option and was outstanding and unvested as of immediately prior to the Effective Time with an exercise price per share less than $17.90 (an "Unvested Company Option") was automatically cancelled and converted into a contingent right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (i) the number of shares of Issuer's Class A common stock or Class B common stock subject to such Unvested Company Option and (ii) the excess, if any, of the Merger Consideration over the exercise price per share of such Unvested Company Option (the "Cash Replacement Company Option Amounts"), which Cash Replacement Company Option Amounts will, subject to the Reporting Person's continued service with Parent or its affiliates through the applicable vesting dates, ( 10 )(Continued from Footnote 9) vest and be payable at the same time as the Unvested Company Option for which the Cash Replacement Company Option Amounts is exchanged would have vested pursuant to its terms. ( 11 )1/4th of the shares subject to the option vested and became exercisable on February 1, 2020 and the balance vests and becomes exercisable in 36 equal monthly installments thereafter.

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