Sec Form 4 Filing - MV Management XI, L.L.C. @ Poshmark, Inc. - 2021-07-30

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 MV Management XI, L.L.C. 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) 524 2ND STREET 3. Date of Earliest Transaction (MM/DD/YY) 07/30/2021 (Street) SAN FRANCISCO, CA94107 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 Class A Common Stock 07/30/2021 C 186,245 A $ 0 186,245 I See footnote ( 1 ) Class A Common Stock 07/30/2021 C 4,826,295 A $ 0 4,826,295 I See footnote ( 2 ) Class A Common Stock 07/30/2021 C 289,412 A $ 0 289,412 I See footnote ( 3 ) Class A Common Stock 07/30/2021 C 4,706 A $ 0 4,706 I See footnote ( 4 ) Class A Common Stock 07/30/2021 J( 5 ) 186,245 D $ 0 0 I See footnote ( 1 ) Class A Common Stock 07/30/2021 J( 6 ) 4,826,295 D $ 0 0 I See footnote ( 2 ) Class A Common Stock 07/30/2021 J( 7 ) 693,032 D $ 0 693,032 I MV Management XI, L.L.C. Class A Common Stock 07/30/2021 J( 8 ) 693,032 D $ 0 0 I MV Management XI, L.L.C. Class A Common Stock 08/02/2021 S 28,551 D $ 36.71 ( 9 ) 260,861 I See footnote ( 3 ) Class A Common Stock 08/02/2021 S 463 D $ 36.71 ( 9 ) 4,243 I See footnote ( 4 ) Class A Common Stock 08/02/2021 S 24,008 D $ 37.71 ( 10 ) 236,853 I See footnote ( 3 ) Class A Common Stock 08/02/2021 S 392 D $ 37.71 ( 10 ) 3,851 I See footnote ( 4 ) Class A Common Stock 08/02/2021 S 20,486 D $ 38.51 ( 11 ) 216,367 I See footnote ( 3 ) Class A Common Stock 08/02/2021 S 333 D $ 38.51 ( 11 ) 3,518 I See footnote ( 4 ) Class A Common Stock 08/02/2021 S 99 D $ 39.33 ( 12 ) 216,268 I See footnote ( 3 ) Class A Common Stock 08/02/2021 S 1 D $ 39.33 ( 12 ) 3,517 I See footnote ( 4 ) Class A Common Stock 08/03/2021 S 48,741 D $ 36.5 ( 13 ) 167,527 I See footnote ( 3 ) Class A Common Stock 08/03/2021 S 793 D $ 36.5 ( 13 ) 2,724 I See footnote ( 4 ) Class A Common Stock 08/03/2021 S 9,618 D $ 37.12 ( 14 ) 157,909 I See footnote ( 3 ) Class A Common Stock 08/03/2021 S 156 D $ 37.12 ( 14 ) 2,568 I See footnote ( 4 )

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 Class B Common Stock $ 0 07/30/2021 C 186,245 ( 15 ) ( 15 ) Class A Common Stock 186,245 $ 0 186,245 I See footnote ( 1 ) Class B Common Stock $ 0 07/30/2021 C 4,826,295 ( 15 ) ( 15 ) Class A Common Stock 4,826,295 $ 0 4,826,564 I See footnote ( 2 ) Class B Common Stock $ 0 07/30/2021 C 289,412 ( 15 ) ( 15 ) Class A Common Stock 289,412 $ 0 0 I See footnote ( 3 ) Class B Common Stock $ 0 07/30/2021 C 4,706 ( 15 ) ( 15 ) Class A Common Stock 4,706 $ 0 0 I See footnote ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MV Management XI, L.L.C. 524 2ND STREET SAN FRANCISCO, CA94107 X MMEF XI, L.P. 524 2ND STREET SAN FRANCISCO, CA94107 X Menlo Ventures XI, L.P. 524 2ND STREET SAN FRANCISCO, CA94107 X Menlo Special Opportunities Fund, L.P. 524 2ND STREET SAN FRANCISCO, CA94107 X MMSOP, L.P. 524 2ND STREET SAN FRANCISCO, CA94107 X MSOP GP, L.L.C. 524 2ND STREET SAN FRANCISCO, CA94107 X Signatures By: /s/ Venky Ganesan, Managing Member 08/03/2021 Signature of Reporting Person Date MMEF XI, L.P., By: MV Management XI, L.L.C., its General Partner, By: /s/ Venky Ganesan, Venky Ganesan, Managing Member 08/03/2021 Signature of Reporting Person Date Menlo Ventures XI, L.P., By: MV Management XI, L.L.C., its General Partner, By: /s/ Venky Ganesan, Venky Ganesan, Managing Member 08/03/2021 Signature of Reporting Person Date Menlo Special Opportunities Fund, L.P., By: MSOP GP, L.L.C., its General Partner, By: /s/ Venky Ganesan, Venky Ganesan, Managing Member 08/03/2021 Signature of Reporting Person Date MMSOP, L.P., By: MSOP GP, L.L.C., its General Partner, By: /s/ Venky Ganesan, Venky Ganesan, Managing Member 08/03/2021 Signature of Reporting Person Date MSOP GP, L.L.C., By: /s/ Venky Ganesan, Venky Ganesan, Managing Member 08/03/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares are held by MMEF XI, L.P. MV Management XI, L.L.C. is the general partner of MMEF XI, L.P. and may be deemed to have voting and investment power over the shares held by MMEF XI, L.P., but MV Management XI, L.L.C. disclaims beneficial ownership of such shares, except to the extent of its proportionate pecuniary interest therein. ( 2 )These shares are held by Menlo Ventures XI, L.P. MV Management XI, L.L.C. is the general partner of Menlo Ventures XI, L.P. and may be deemed to shared voting and investment power over the shares held by Menlo Ventures XI, L.P., but MV Management XI, L.L.C. disclaims beneficial ownership of such shares, except to the extent of its proportionate pecuniary interest therein. ( 3 )These shares are held by Menlo Special Opportunities Fund, L.P. MSOP GP, L.L.C. is the general partner of Menlo Special Opportunities Fund, L.P. and may be deemed to have voting and investment power over the shares held by Menlo Special Opportunities Fund, L.P., but MSOP GP, L.L.C. disclaims beneficial ownership of such shares, except to the extent of its proportionate pecuniary interest therein. ( 4 )These shares are held by MMSOP, L.P. MSOP GP, L.L.C. is the general partner MMSOP, L.P. and may be deemed to have voting and investment power over the shares held by MMSOP, L.P., but MSOP GP, L.L.C. disclaims beneficial ownership of such shares, except to the extent of its proportionate pecuniary interest therein. ( 5 )Represents a pro rata in kind distribution without consideration by MMEF XI, L.P. to its partners, including its general partner, MV Management XI, L.L.C. ( 6 )Represents a pro rata in kind distribution without consideration by Menlo Ventures XI, L.P. to its partners, including its general partner, MV Management XI, L.L.C. ( 7 )Represents the receipt of shares in the pro rata in kind distribution of Class A Common Stock of the Issuer by Menlo Ventures XI, L.P. described in footnote 6. ( 8 )Represents a pro rata in kind distribution of Class A Common Stock of the Issuer by MV Management XI, LLC without consideration to its members. ( 9 )Price reflected is the weighted-average sale price for shares sold. The range of sale prices for the transactions reported was $36.16 - $37.14 per share. Each Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price. ( 10 )Price reflected is the weighted-average sale price for shares sold. The range of sale prices for the transactions reported was $37.17 - $38.16 per share. Each Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price. ( 11 )Price reflected is the weighted-average sale price for shares sold. The range of sale prices for the transactions reported was $38.20 - $39.16 per share. Each Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price. ( 12 )All shares were sold at this price. ( 13 )Price reflected is the weighted-average sale price for shares sold. The range of sale prices for the transactions reported was $36.01 - $37.00 per share. Each Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price. ( 14 )Price reflected is the weighted-average sale price for shares sold. The range of sale prices for the transactions reported was $37.01 - $37.27 per share. Each Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price. ( 15 )Each share of the issuer's Class B Common Stock will convert into 1 share of the issuer's Class A Common Stock at the option of the holder, and has no expiration date.

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

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