Sec Form 4 Filing - Brumana Rodrigo @ 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 Brumana Rodrigo 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 Financial 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 ) 523,674( 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 ) 22,728 ( 3 )( 4 ) ( 3 )( 4 ) Class A Common Stock 22,728 ( 3 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Brumana Rodrigo C/O POSHMARK INC. 203 REDWOOD SHORES PARKWAY REDWOOD CITY, CA94065 Chief Financial 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 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 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 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.

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).

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