Rent the Runway, Inc. — Director's Dealing 2021

Nov 3, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Rent the Runway, Inc. (RENT)
CIK: 0001468327
Period of Report: 2021-10-29

Reporting Person: Highland Management Partners VIII Ltd (10% Owner)
Reporting Person: Highland Management Partners VIII Limited Partnership (10% Owner)
Reporting Person: Highland Capital Partners VIII-B Limited Partnership (10% Owner)
Reporting Person: Highland Capital Partners VIII-C Limited Partnership (10% Owner)
Reporting Person: Highland Capital Partners VIII Limited Partnership (10% Owner)
Reporting Person: Highland Leaders Fund I GP, L.P. (10% Owner)
Reporting Person: Highland Leaders Fund I GP, LLC (10% Owner)
Reporting Person: Highland Leaders Fund I, L.P. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-10-29	Common Stock	C	47885	—	Acquired	47885	Indirect
2021-10-29	Common Stock	J	47885	—	Disposed	0	Indirect
2021-10-29	Class A Common Stock	J	47885	—	Acquired	47885	Indirect
2021-10-29	Common Stock	C	1119970	—	Acquired	1119970	Indirect
2021-10-29	Common Stock	J	1119970	—	Disposed	0	Indirect
2021-10-29	Class A Common Stock	J	1119970	—	Acquired	1119970	Indirect
2021-10-29	Common Stock	C	3088560	—	Acquired	3088560	Indirect
2021-10-29	Common Stock	J	3088560	—	Disposed	0	Indirect
2021-10-29	Class A Common Stock	J	3088560	—	Acquired	3088560	Indirect
2021-10-29	Common Stock	C	847978	—	Acquired	847978	Indirect
2021-10-29	Common Stock	J	847978	—	Disposed	0	Indirect
2021-10-29	Class A Common Stock	J	847978	—	Acquired	847978	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-10-29	Series A Preferred Stock	$	C	38906	Disposed		Common Stock (38906)	Indirect
2021-10-29	Series C Preferred Stock	$	C	2541	Disposed		Common Stock (2541)	Indirect
2021-10-29	Series D Preferred Stock	$	C	2706	Disposed		Common Stock (2706)	Indirect
2021-10-29	Series E Preferred Stock	$	C	1962	Disposed		Common Stock (1962)	Indirect
2021-10-29	Series F Preferred Stock	$	C	1007	Disposed		Common Stock (1007)	Indirect
2021-10-29	Series G Preferred Stock	$	C	763	Disposed		Common Stock (763)	Indirect
2021-10-29	Series A Preferred Stock	$	C	909974	Disposed		Common Stock (909974)	Indirect
2021-10-29	Series C Preferred Stock	$	C	59422	Disposed		Common Stock (59422)	Indirect
2021-10-29	Series D Preferred Stock	$	C	63285	Disposed		Common Stock (63285)	Indirect
2021-10-29	Series E Preferred Stock	$	C	45897	Disposed		Common Stock (45897)	Indirect
2021-10-29	Series F Preferred Stock	$	C	23542	Disposed		Common Stock (23542)	Indirect
2021-10-29	Series G Preferred Stock	$	C	17850	Disposed		Common Stock (17850)	Indirect
2021-10-29	Series A Preferred Stock	$	C	2509453	Disposed		Common Stock (2509453)	Indirect
2021-10-29	Series C Preferred Stock	$	C	163867	Disposed		Common Stock (163867)	Indirect
2021-10-29	Series D Preferred Stock	$	C	174522	Disposed		Common Stock (174522)	Indirect
2021-10-29	Series E Preferred Stock	$	C	126571	Disposed		Common Stock (126571)	Indirect
2021-10-29	Series F Preferred Stock	$	C	64922	Disposed		Common Stock (64922)	Indirect
2021-10-29	Series G Preferred Stock	$	C	49225	Disposed		Common Stock (49225)	Indirect
2021-10-29	Series G Preferred Stock	$	C	847978	Disposed		Common Stock (847978)	Indirect

Footnotes

F1: Upon the closing of the Issuer's initial public offering, each share of preferred stock automatically converted into shares of the Issuer's common stock on a one-for-one basis for no additional consideration.

F2: These shares are held of record by Highland Capital Partners VIII-B Limited Partnership ("Highland Capital VIII-B").

F3: Highland Management Partners VIII Limited ("HMP VIII Ltd") is the general partner of Highland Management Partners VIII Limited Partnership ("HMP VIII LP"), which is the general partner of each of Highland Capital VIII-B, Highland Capital VIII-C and Highland Capital VIII (collectively, the "Highland VIII Funds"). Robert Davis, Daniel Nova (a member of the Issuer's board of directors), Paul Maeder and Corey Mulloy (collectively, the "HMP VIII Directors") are the Directors of HMP VIII Ltd and may be deemed to have voting and dispositive power over the shares held by each of the Highland VIII Funds.

F4: (continued from footnote 3) Each of the HMP VIII Directors, HMP VIII Ltd and HMP VIII LP disclaims beneficial ownership of the securities held by each of the Highland VIII Funds, except to the extent of their pecuniary interests therein, if any, and the filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, any of them is the beneficial owner of any securities reported herein.

F5: Immediately prior to the completion of the Issuer's initial public offering, each share of Common Stock was reclassified into one share of Class A Common Stock in an exempt transaction pursuant to Rule 16b-7.

F6: These shares are held of record by Highland Capital Partners VIII-C Limited Partnership ("Highland Capital VIII-C").

F7: These shares are held of record by Highland Capital Partners VIII Limited Partnership ("Highland Capital VIII").

F8: These shares are held of record by Highland Leaders Fund I, L.P. ("HLF I"). The general partner of HLF I is Highland Leaders Fund I GP, L.P. ("HLF I GP LP"), whose general partner is Highland Leaders Fund I GP, LLC ("HLF I GP LLC"). Robert Davis, Daniel Nova (a member of the Issuer's board of directors), Paul Maeder, Corey Mulloy and Craig Driscoll (the "HLF I Managing Members") are the Managing Members of HLF I GP LLC and may be deemed to have voting and dispositive power over the shares held by HLF I. Each of HLF I GP LP, HLF I GP LLC, and the HLF I Managing Members disclaims beneficial ownership of the securities held by HLF I, except to the extent of their respective pecuniary interests therein, if any, and the filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, any of them is the beneficial owner of any securities reported herein.