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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person^*

Canaan IX L.P.

(Last)

(First)

(Middle)

C/O CANAAN PARTNERS

285 RIVERSIDE AVENUE, SUITE 250

(Street)

WESTPORT

06880

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/27/2019

3. Issuer Name and Ticker or Trading Symbol
TheRealReal, Inc. [ REAL ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	504,011	D⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	3,699,136	⁽¹⁾	D⁽²⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	1,107,412	⁽¹⁾	D⁽²⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	2,060,411	⁽¹⁾	D⁽²⁾
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	895,290	⁽¹⁾	D⁽²⁾
Series E Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	327,149	⁽¹⁾	D⁽²⁾
Series G Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	213,510	⁽¹⁾	D⁽²⁾

1. Name and Address of Reporting Person^*

Canaan IX L.P.

(Last)

(First)

(Middle)

C/O CANAAN PARTNERS

285 RIVERSIDE AVENUE, SUITE 250

(Street)

WESTPORT

06880

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Canaan Partners IX LLC

(Last)

(First)

(Middle)

C/O CANAAN PARTNERS

285 RIVERSIDE AVENUE, SUITE 250

(Street)

WESTPORT

06880

(City)

(State)

(Zip)

Explanation of Responses:

1. Each share of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series G Preferred Stock (collectively, the "Preferred Stock") will automatically be converted into one-half of one share of the Issuer's Common Stock ("Shares") immediately prior to the completion of the Issuer's initial public offering. The Preferred Stock has no expiration date.

2. The shares are held directly by Canaan IX L.P. (the "Canaan Fund"). The sole general partner of the Canaan Fund is Canaan Partners IX LLC ("Canaan IX"), and may be deemed to have sole voting, investment and dispositive power with respect to the shares held by the Canaan Fund. Investment and voting decisions with respect to the shares held by the Canaan Fund are made by the managers of Canaan IX, collectively. Canaan IX disclaims Section 16 beneficial ownership of the securities held by the Canaan Fund, except to the extent of its pecuniary interest therein, if any.

Remarks:

Exhibit List: Exhibit 24 Power of Attorney

	Canaan IX L.P., By: Canaan Partners IX LLC, its general partner, By: /s/ Nancy Levenson, Attorney-in-Fact	06/27/2019
	Canaan Partners IX LLC, By: /s/ Nancy Levenson, Attorney-in-Fact	06/27/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

                                                                      Exhibit 24

                             2018 POWER OF ATTORNEY

       1.   Appointment, Powers and Revocation.  KNOW ALL MEN BY THESE PRESENTS,
that each undersigned, and if such undersigned is not a natural person, acting
by and through one of its authorized representatives (each such undersigned
person or entity, a "Grantor"), effective from the date set forth opposite the
name of such Grantor on the signature pages hereto (such date, for each Grantor,
is hereinafter referred to as such Grantor's "Effective Date"), hereby
constitutes and appoints each of the employees, partners or managers of Canaan
Management LLC (together with its subsidiaries and affiliates, "Canaan
Partners") listed on Schedule A attached hereto, which schedule may be amended
from time to time by the Chief Financial Officer or Chief Operating Officer of
Canaan Partners to remove any such employee, manager or partner or to add any
new employee, partner or manager of Canaan Partners (each such employee, partner
or manager, an "Attorney-In-Fact") as the Grantor's true and lawful attorney-in-
fact and agent, with full power of substitution and re-substitution, for the
Grantor and in the Grantor's place and stead, in any and all capacities to: (a)
sign any and all instruments, certificates and documents required to be executed
on behalf of the Grantor as an individual (if applicable) or in the Grantor's
capacity as a general partner, manager, member, managing member or authorized
signatory, as the case may be, on behalf of any of the following (i) Canaan
Partners, (ii) any of the funds or accounts managed, advised or sponsored by
Canaan Partners (the "Canaan Funds") and (iii) any of the entities formed to act
as the direct or indirect general partner, manager, managing member or
equivalent of such funds or accounts (the "Canaan General Partners", together
with Canaan Partners and the Canaan Funds collectively, the "Canaan Entities"),
in each case, pursuant to the Securities Act of 1933, as amended, (the
"Securities Act"), and any and all rules and regulations promulgated thereunder
(including, without limitation, filings pursuant to Rule 144 (Form 144)) or the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any and
all rules and regulations promulgated thereunder (including, without limitation,
filings pursuant to Section 16 (Forms 3, 4 and 5) and Section 13 (Schedule 13D,
Schedule 13G, Form 13F and Form 13H) of the Exchange Act); and (b) file the
same, with all exhibits thereto, and any other documents in connection
therewith, with the Securities and Exchange Commission, and with any other
entity when and if such is mandated by the Securities Act, the Exchange Act or
by the Financial Industry Regulatory Authority, granting unto such Attorney-In-
Fact full power and authority to do and perform each and every act and thing
requisite and necessary fully to all intents and purposes as the Grantor might
or could do in person thereby, and ratifying and confirming all that such
Attorney-In-Fact, or his or her substitute or substitutes, may lawfully do or
cause to be done by virtue hereof, or may have done in connection with the
matters described above.  By this power of attorney, each Grantor hereby revokes
all previous powers of attorney granted by him, her or it to any Attorney-In-
Fact or any other employee, representative or agent of Canaan Partners relating
to the matters described above.

       2.   Effective Date and Termination.  This power of attorney shall be
effective as to each Grantor as of such Grantor's Effective Date and shall
remain in full force and effect with respect to each Grantor and each Attorney-
In-Fact until:

            (a)    in the case of any Grantor that is an individual, the earlier
of the date on which this power of attorney is revoked in writing by such
Grantor solely as it relates to himself or herself and such Grantor's
Termination Date (as defined below);

            (b)    in the case of any Grantor that is an entity, the earlier of
the date on which this power of attorney is revoked in writing by such Grantor
solely as it relates to itself and the filing by such entity of a certificate of
cancellation or notice of dissolution with the jurisdiction in which it was
organized evidencing such entity's complete dissolution and termination under
the laws of such jurisdiction; and

            (c)    in the case of any Attorney-In-Fact, the earlier of the date
on which such person is no longer listed on Schedule A attached hereto as an
"Attorney-In-Fact" or such Attorney-In-Fact's Termination Date.

For purposes of the foregoing, "Termination Date" means (i) with respect to any
Grantor or Attorney-In-Fact that is a member or manager of any Canaan General
Partner, the date on which such Grantor becomes a "retired member" of any Canaan
General Partner or, if later, the date on which his, her or its employment with
Canaan Partners terminates for any reason and (ii) with respect to any other
Grantor or Attorney-In-Fact, the date on which his, her or its employment with
Canaan Partners terminates for any reason.

       3.   Miscellaneous.  Each of the Grantors may execute this power of
attorney in separate counterparts, and each counterpart shall be deemed to be an
original instrument.  This Agreement shall be governed by the laws of the State
of Delaware, without regard for choice-of-law provisions.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


       IN WITNESS WHEREOF, this Power of Attorney has been signed as of the
respective dates set forth below.



Dated: July 16, 2018          Canaan IX L.P.

                              By: Canaan Partners IX LLC, its General Partner

                              By: /s/ Guy M. Russo
                                 ------------------
                              Name: Guy M. Russo
                              Title: Member/Manager


Dated: July 16, 2018          Canaan Partners IX LLC

                              By: /s/ Guy M. Russo
                                 ------------------
                              Name: Guy M. Russo
                              Title: Member/Manager




                     [Signature page to Power of Attorney]


                                   Schedule A
                                   ----------
 Guy M. Russo

 Nancy Levenson

 Janine MacDonald

 John J. Pacifico III