07/27/2026 | Press release | Distributed by Public on 07/27/2026 17:00
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
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 (Month/Day/Year) |
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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (5) | 07/23/2026 | C | 134,648 | (5) | (5) | Class A Common Stock | 134,648 | $ 0 | 134,648 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Fonseca Dhiren R. C/O RENT THE RUNWAY, INC. 10 JAY ST BROOKLYN, NY 11201 |
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| /s/ Cara Schembri as Attorney-in-fact for Dhiren Fonseca | 07/27/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Represents the conversion of restricted stock units to Class A Common Stock of the Issuer upon vesting and settlement of the restricted stock units. |
| (2) | Shares were sold solely to cover taxes upon the vesting and settlement of restricted stock units pursuant to a standing Rule 10b5-1 instruction dated April 24, 2026. |
| (3) | Represents the Reporting Person's pro rata portion of the total shares sold on the transaction date to cover taxes upon the vesting and settlement of restricted stock units for certain employees of the Issuer. |
| (4) | The price reported in Column 4 is a weighted average price of all shares sold on the transaction date by the Issuer's broker to cover taxes upon the vesting of restricted stock units for certain employees of the Issuer. These shares were sold in multiple transactions at prices ranging from $2.92 to $3.06, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| (5) | Each restricted stock unit represents the contingent right to receive one share of the Issuer's Class A Common Stock. The restricted stock units were granted outside of the Issuer's Second Amended and Restated 2021 Incentive Award Plan, as amended, in reliance on Nasdaq Listing Rule 5635(c)(4) as a material inducement for the reporting person to commence employment with the Issuer. |