Sec Form 4 Filing - Temasek Holdings (Private) Ltd @ Poshmark, Inc. - 2021-01-19

Insider filing report for Changes in Beneficial Ownership
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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
Temasek Holdings (Private) Ltd
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)
60B ORCHARD ROAD #06-18 TOWER 2, THE ATRIUM@ORCHARD
3. Date of Earliest Transaction (MM/DD/YY)
01/19/2021
(Street)
SINGAPORE, U0238891
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 D Preferred Stock ( 1 ) 01/19/2021 C 5,971,646 ( 1 ) ( 1 ) Common Stock (Class B common stock) ( 2 ) 5,971,646 $ 0 0 I By Fund ( 3 )
Class B Common Stock ( 2 ) ( 4 ) 01/19/2021 C 5,971,646 ( 4 ) ( 4 ) Class A Common Stock ( 4 ) 5,971,646 $ 0 5,971,646 I By Fund ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Temasek Holdings (Private) Ltd
60B ORCHARD ROAD #06-18 TOWER 2
THE ATRIUM@ORCHARD
SINGAPORE, U0238891
X
Tembusu Capital Pte. Ltd.
60B ORCHARD ROAD #06-18 TOWER 2
THE ATRIUM@ORCHARD
SINGAPORE, U0238891
X
Thomson Capital Pte. Ltd.
60B ORCHARD ROAD #06-18 TOWER 2
THE ATRIUM@ORCHARD
SINGAPORE, U0238891
X
Anderson Investments Pte. Ltd.
60B ORCHARD ROAD #06-18 TOWER 2
THE ATRIUM@ORCHARD
SINGAPORE, U0238891
X
Signatures
Temasek Holdings (Private) Ltd, By/s/ Andrew Ang Lye Whatt, Authorised Signatory 01/21/2021
Signature of Reporting Person Date
Tembusu Capital Pte. Ltd, By /s/Gregory Tan, Director 01/21/2021
Signature of Reporting Person Date
Thomson Capital Pte. Ltd, By /s/Poy Weng Chuen, Director 01/21/2021
Signature of Reporting Person Date
Anderson Investments Pte. Ltd, By/s/ Poy Weng Chuen, Director 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 D Preferred Stock (the "Preferred Stock") automatically converted into shares 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 closing of the Issuer's initial public offering, each share of Common Stock was reclassified into one share of Class B Common Stock.
( 3 )These shares are held by Anderson Investments Pte. Ltd ("Anderson"). Anderson is a direct wholly-owned subsidiary of Thomson Capital Pte. Ltd. ("Thomson"), which in turn is a direct wholly-owned subsidiary of Tembusu Capital Pte.Ltd. ("Tembusu"), which in turn is a direct wholly-owned subsidiary of Temasek Holdings (Private) Limited ("Temasek"). In such capacities, each of Thomson, Tembusu, and Temasek may be deemed to have voting and dispositive powerover the shares held by Anderson. Each of Thomson, Tembusu and Temasek disclaims beneficial ownership of such shares, except to the extent of its proportionate pecuniary interest therein.
( 4 )Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the Reporting Person.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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