AI assistant
TheRealReal, Inc. — Major Shareholding Notification 2020
Feb 14, 2020
32062_mrq_2020-02-14_d00c1ade-81f0-4cc8-8dcb-3e814fb29a50.zip
Major Shareholding Notification
Open in viewerOpens in your device viewer
SC 13G 1 tm207154d1_sc13g.htm SC 13G
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934 (Amendment No. ___)*
| The
RealReal, Inc. |
| --- |
| (Name of Issuer) |
| Common Stock |
| (Title of Class of Securities) |
| 88339P101 |
| (CUSIP Number) |
| December 31, 2019 |
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
Field: Rule-Page
Field: /Rule-Page
- The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“ Act ”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Field: Page; Sequence: 1
Field: /Page
CUSIP No. 88339P101 13G Page 1 of 13 pages
| 1 | NAMES OF REPORTING PERSONS | |
|---|---|---|
| Great Hill Investors, LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ |
| (b) x | ||
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| Massachusetts |
| NUMBER OF | 5 | SOLE VOTING POWER |
|---|---|---|
| 0 | ||
| SHARES | ||
| BENEFICIALLY | 6 | SHARED VOTING POWER |
| 38,469 | ||
| OWNED BY | ||
| EACH | 7 | SOLE DISPOSITIVE POWER |
| 0 | ||
| REPORTING | ||
| PERSON | 8 | SHARED DISPOSITIVE POWER |
| WITH | 38,469 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|---|---|
| 38,469 | |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
| Not Applicable | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
| 0.05% * | |
| 12 | TYPE OF REPORTING PERSON |
| OO (Limited liability company) |
Field: Rule-Page
Field: /Rule-Page
- Based on 85,791,236 outstanding shares of Common Stock as of October 31, 2019, as noted in the Form 10-Q filed November 5, 2019.
Field: Page; Sequence: 2; Options: NewSection; Value: 1
1
Field: /Page
CUSIP No. 88339P101 13G Page 2 of 13 pages
| 1 | NAMES OF REPORTING PERSONS | |
|---|---|---|
| Great Hill Equity Partners V, L.P. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ |
| (b) x | ||
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| Delaware |
| NUMBER OF | 5 | SOLE VOTING POWER |
|---|---|---|
| 0 | ||
| SHARES | ||
| BENEFICIALLY | 6 | SHARED VOTING POWER |
| 9,928,262 | ||
| OWNED BY | ||
| EACH | 7 | SOLE DISPOSITIVE POWER |
| 0 | ||
| REPORTING | ||
| PERSON | 8 | SHARED DISPOSITIVE POWER |
| WITH | 9,928,262 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|---|---|
| 9,928,262 | |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
| Not Applicable | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
| 11.57% * | |
| 12 | TYPE OF REPORTING PERSON |
| PN |
Field: Rule-Page
Field: /Rule-Page
- Based on 85,791,236 outstanding shares of Common Stock as of October 31, 2019, as noted in the Form 10-Q filed November 5, 2019.
Field: Page; Sequence: 3; Value: 1
2
Field: /Page
CUSIP No. 88339P101 13G Page 3 of 13 pages
| 1 | NAMES OF REPORTING PERSONS | |
|---|---|---|
| GHP V, LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ |
| (b) x | ||
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| Delaware |
| NUMBER OF | 5 | SOLE VOTING POWER |
|---|---|---|
| 0 | ||
| SHARES | ||
| BENEFICIALLY | 6 | SHARED VOTING POWER |
| 9,928,262 | ||
| OWNED BY | ||
| EACH | 7 | SOLE DISPOSITIVE POWER |
| 0 | ||
| REPORTING | ||
| PERSON | 8 | SHARED DISPOSITIVE POWER |
| WITH | 9,928,262 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|---|---|
| 9,928,262 | |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
| Not Applicable | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
| 11.57% * | |
| 12 | TYPE OF REPORTING PERSON |
| OO | |
| (Limited liability company) |
Field: Rule-Page
Field: /Rule-Page
- Based on 85,791,236 outstanding shares of Common Stock as of October 31, 2019, as noted in the Form 10-Q filed November 5, 2019.
Field: Page; Sequence: 4; Value: 1
3
Field: /Page
CUSIP No. 88339P101 13G Page 4 of 13 pages
| 1 | NAMES OF REPORTING PERSONS | |
|---|---|---|
| Great Hill Partners GP V, L.P. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ |
| (b) x | ||
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| Delaware |
| NUMBER OF | 5 | SOLE VOTING POWER |
|---|---|---|
| 0 | ||
| SHARES | ||
| BENEFICIALLY | 6 | SHARED VOTING POWER |
| 9,928,262 | ||
| OWNED BY | ||
| EACH | 7 | SOLE DISPOSITIVE POWER |
| 0 | ||
| REPORTING | ||
| PERSON | 8 | SHARED DISPOSITIVE POWER |
| WITH | 9,928,262 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|---|---|
| 9,928,262 | |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
| Not Applicable | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
| 11.57% * | |
| 12 | TYPE OF REPORTING PERSON |
| PN |
Field: Rule-Page
Field: /Rule-Page
- Based on 85,791,236 outstanding shares of Common Stock as of October 31, 2019, as noted in the Form 10-Q filed November 5, 2019.
Field: Page; Sequence: 5; Value: 1
4
Field: /Page
CUSIP No. 88339P101 13G Page 5 of 13 pages
| 1 | NAMES OF REPORTING PERSONS | |
|---|---|---|
| Christopher S. Gaffney | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ |
| (b) x | ||
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| United States of America |
| NUMBER OF | 5 | SOLE VOTING POWER |
|---|---|---|
| 0 | ||
| SHARES | ||
| BENEFICIALLY | 6 | SHARED VOTING POWER |
| 9,966,731 | ||
| OWNED BY | ||
| EACH | 7 | SOLE DISPOSITIVE POWER |
| 0 | ||
| REPORTING | ||
| PERSON | 8 | SHARED DISPOSITIVE POWER |
| WITH | 9,966,731 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|---|---|
| 9,966,731 | |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
| Not Applicable | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
| 11.62% * | |
| 12 | TYPE OF REPORTING PERSON |
| IN |
Field: Rule-Page
Field: /Rule-Page
- Based on 85,791,236 outstanding shares of Common Stock as of October 31, 2019, as noted in the Form 10-Q filed November 5, 2019.
Field: Page; Sequence: 6; Value: 1
5
Field: /Page
CUSIP No. 88339P101 13G Page 6 of 13 pages
| 1 | NAMES OF REPORTING PERSONS | |
|---|---|---|
| John G. Hayes | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ |
| (b) x | ||
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| United States of America |
| NUMBER OF | 5 | SOLE VOTING POWER |
|---|---|---|
| 0 | ||
| SHARES | ||
| BENEFICIALLY | 6 | SHARED VOTING POWER |
| 9,966,731 | ||
| OWNED BY | ||
| EACH | 7 | SOLE DISPOSITIVE POWER |
| 0 | ||
| REPORTING | ||
| PERSON | 8 | SHARED DISPOSITIVE POWER |
| WITH | 9,966,731 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|---|---|
| 9,966,731 | |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
| Not Applicable | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
| 11.62% * | |
| 12 | TYPE OF REPORTING PERSON |
| IN |
Field: Rule-Page
Field: /Rule-Page
- Based on 85,791,236 outstanding shares of Common Stock as of October 31, 2019, as noted in the Form 10-Q filed November 5, 2019.
Field: Page; Sequence: 7; Value: 1
6
Field: /Page
CUSIP No. 88339P101 13G Page 7 of 13 pages
| 1 | NAMES OF REPORTING PERSONS | |
|---|---|---|
| Michael Andrew Kumin | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ |
| (b) x | ||
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| United States of America |
| NUMBER OF | 5 | SOLE VOTING POWER |
|---|---|---|
| 0 | ||
| SHARES | ||
| BENEFICIALLY | 6 | SHARED VOTING POWER |
| 9,966,731 | ||
| OWNED BY | ||
| EACH | 7 | SOLE DISPOSITIVE POWER |
| 0 | ||
| REPORTING | ||
| PERSON | 8 | SHARED DISPOSITIVE POWER |
| WITH | 9,966,731 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|---|---|
| 9,966,731 | |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
| Not Applicable | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
| 11.62% * | |
| 12 | TYPE OF REPORTING PERSON |
| IN |
Field: Rule-Page
Field: /Rule-Page
- Based on 85,791,236 outstanding shares of Common Stock as of October 31, 2019, as noted in the Form 10-Q filed November 5, 2019.
Field: Page; Sequence: 8; Value: 1
7
Field: /Page
CUSIP No. 88339P101 13G Page 8 of 13 pages
| 1 | NAMES OF REPORTING PERSONS | |
|---|---|---|
| Mark D. Taber | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ |
| (b) x | ||
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| United States of America |
| NUMBER OF | 5 | SOLE VOTING POWER |
|---|---|---|
| 0 | ||
| SHARES | ||
| BENEFICIALLY | 6 | SHARED VOTING POWER |
| 9,966,731 | ||
| OWNED BY | ||
| EACH | 7 | SOLE DISPOSITIVE POWER |
| 0 | ||
| REPORTING | ||
| PERSON | 8 | SHARED DISPOSITIVE POWER |
| WITH | 9,966,731 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|---|---|
| 9,966,731 | |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
| Not Applicable | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
| 11.62% * | |
| 12 | TYPE OF REPORTING PERSON |
| IN |
Field: Rule-Page
Field: /Rule-Page
- Based on 85,791,236 outstanding shares of Common Stock as of October 31, 2019, as noted in the Form 10-Q filed November 5, 2019.
Field: Page; Sequence: 9; Value: 1
8
Field: /Page
CUSIP No. 88339P101 13G Page 9 of 13 pages
| 1 | NAMES OF REPORTING PERSONS | |
|---|---|---|
| Matthew T. Vettel | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ |
| (b) x | ||
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| United States of America |
| NUMBER OF | 5 | SOLE VOTING POWER |
|---|---|---|
| 0 | ||
| SHARES | ||
| BENEFICIALLY | 6 | SHARED VOTING POWER |
| 9,966,731 | ||
| OWNED BY | ||
| EACH | 7 | SOLE DISPOSITIVE POWER |
| 0 | ||
| REPORTING | ||
| PERSON | 8 | SHARED DISPOSITIVE POWER |
| WITH | 9,966,731 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|---|---|
| 9,966,731 | |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
| Not Applicable | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
| 11.62% * | |
| 12 | TYPE OF REPORTING PERSON |
| IN |
Field: Rule-Page
Field: /Rule-Page
- Based on 85,791,236 outstanding shares of Common Stock as of October 31, 2019, as noted in the Form 10-Q filed November 5, 2019.
Field: Page; Sequence: 10; Value: 1
9
Field: /Page
CUSIP No. 88339P101 13G Page 10 of 13 pages
Item 1.
(a) Name of Issuer: The RealReal, Inc. (the “Issuer”).
(b) Address of the Issuer’s Principal Executive Offices: 55 Francisco Street, Suite 600, San Francisco, CA.
Item 2.
(a) Name of Person Filing: This statement is filed on behalf of:
| Great Hill Equity Partners V, L.P. |
|---|
| Great Hill Investors LLC |
| GHP V, LLC |
| Great Hill Partners GP V, L.P. |
| Christopher S. Gaffney |
| John G. Hayes |
| Mark D. Taber |
| Matthew T. Vettel |
| Michael Andrew Kumin |
(b) Address of Principal Business Office: The principal business address of each of the reporting persons is c/o Great Hill Partners, L.P., 200 Clarendon Street, 29 th floor, Boston, MA 02116.
(c) Citizenship:
| Great Hill Equity Partners V, L.P. | Delaware limited partnership |
|---|---|
| Great Hill Investors LLC | Massachusetts limited liability company |
| GHP V, LLC | Delaware limited liability company |
| Great Hill Partners GP V, L.P. | Delaware limited partnership |
| Christopher S. Gaffney | U.S. citizen |
| John G. Hayes | U.S. citizen |
| Mark D. Taber | U.S. citizen |
| Matthew T. Vettel | U.S. citizen |
| Michael Andrew Kumin | U.S. citizen |
(d) Title and Class of Securities: Common stock, $0.00001 par value (“Common Stock”).
(e) CUSIP Number: 88339P101
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
Not applicable.
Field: Page; Sequence: 11; Value: 1
10
Field: /Page
CUSIP No. 88339P101 13G Page 11 of 13 pages
Item 4. Ownership:
| (a) | Amount Beneficially Owned: As of December 31, 2019, Great Hill Equity Partners V, L.P.
(“GHEP V”) owned 9,928,262 shares of Common Stock. Great Hill Partners GP V, L.P. (“GHP V GP”), is the
sole general partner of GHEP V. GHP V, LLC is the sole general partner of GHP V GP. Christopher Gaffney, John G. Hayes, Michael
Andrew Kumin, Mark D. Taber and Matthew T. Vettel (collectively, the “GH Control Persons”) are the managers of GHP
V, LLC. As of December 31, 2019, Great Hill Investors, LLC (“GHI”)
owned 38,469 shares of Common Stock. The GH Control Persons are the managers of GHI. | |
| --- | --- | --- |
| (b) | Percent of Class: See the response(s) to Item 11 on the attached cover page(s). | |
| (c) | Number of shares as to which such person has: | |
| | (i) | sole power to vote or to direct the vote: See the response(s) to Item 5 on the attached cover page(s). |
| | (ii) | shared power to vote or to direct the vote See the response(s) to Item 6 on the attached cover page(s). |
| | (iii) | sole power to dispose or to direct the disposition of See the response(s) to Item 7 on the attached cover page(s). |
| | (iv) | shared power to dispose or to direct the disposition of See the response(s) to Item 8 on the attached cover page(s). |
Item 5. Ownership of Five Percent or Less of a Class:
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:
Not applicable.
Item 8. Identification and Classification of Members of the Group:
Not applicable.
Item 9. Notice of Dissolution of Group:
Not applicable.
Item 10. Certification:
Not applicable.
Field: Page; Sequence: 12; Value: 1
11
Field: /Page
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 14, 2020
| Great
Hill Investors, LLC | |
| --- | --- |
| By: | /s/ John S. Dwyer |
| Name: | John S. Dwyer |
| Title: | Attorney-in-fact |
| Great
Hill Equity Partners V, L.P. | |
| --- | --- |
| By: | /s/ John S. Dwyer |
| Name: | John S. Dwyer |
| Title: | Attorney-in-fact |
| Great
Hill Partners GP V, L.P. | |
| --- | --- |
| By: | /s/ John S. Dwyer |
| Name: | John S. Dwyer |
| Title: | Attorney-in-fact |
| GHP
V, LLC | |
| --- | --- |
| By: | /s/ John S. Dwyer |
| Name: | John S. Dwyer |
| Title: | Attorney-in-fact |
| Christopher
S. Gaffney | |
| --- | --- |
| By: | /s/ John S. Dwyer |
| Name: | John S. Dwyer |
| Title: | Attorney-in-fact |
| John
G. Hayes | |
| --- | --- |
| By: | /s/ John S. Dwyer |
| Name: | John S. Dwyer |
| Title: | Attorney-in-fact |
Field: Page; Sequence: 13
Field: /Page
| Michael
ANDREW Kumin | |
| --- | --- |
| By: | /s/ John S. Dwyer |
| Name: | John S. Dwyer |
| Title: | Attorney-in-fact |
| Mark
D. Taber | |
| --- | --- |
| By: | /s/ John S. Dwyer |
| Name: | John S. Dwyer |
| Title: | Attorney-in-fact |
| Matthew
T. Vettel | |
| --- | --- |
| By: | /s/ John S. Dwyer |
| Name: | John S. Dwyer |
| Title: | Attorney-in-fact |
Field: Page; Sequence: 14
Field: /Page
LIST OF EXHIBITS
| Exhibit No. | Description |
|---|---|
| 99 | Joint Filing Agreement |
Field: Page; Sequence: 15; Options: Last
Field: /Page