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SEC FORM 4 SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Great Hill Equity Partners V, L.P.

(Last)

(First)

(Middle)

C/O GREAT HILL PARTNERS, L.P.

200 CLARENDON STREET, 29TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/02/2019

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/02/2019		C		7,333,402	A	⁽¹⁾	7,333,402	D⁽³⁾⁽⁵⁾⁽⁶⁾
Common Stock	07/02/2019		C		28,416	A	⁽¹⁾	28,416	D⁽⁴⁾⁽⁵⁾⁽⁶⁾
Common Stock	07/02/2019		C		1,945,348	A	⁽²⁾	9,278,750	D⁽³⁾⁽⁵⁾⁽⁶⁾
Common Stock	07/02/2019		C		7,537	A	⁽²⁾	35,953	D⁽⁴⁾⁽⁵⁾⁽⁶⁾
Common Stock	07/02/2019		C		649,512	A	⁽²⁾	9,928,262	D⁽³⁾⁽⁵⁾⁽⁶⁾
Common Stock	07/02/2019		C		2,516	A	⁽²⁾	38,469	D⁽⁴⁾⁽⁵⁾⁽⁶⁾

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 (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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series F Preferred Stock	⁽¹⁾	07/02/2019		C			12,906,712	⁽¹⁾	⁽¹⁾	Common Stock	7,333,402	$0	0	D⁽³⁾⁽⁵⁾⁽⁶⁾
Series F Preferred Stock	⁽¹⁾	07/02/2019		C			50,012	⁽¹⁾	⁽¹⁾	Common Stock	28,416	$0	0	D⁽⁴⁾⁽⁵⁾⁽⁶⁾
Series G Preferred Stock	⁽²⁾	07/02/2019		C			3,890,696	⁽²⁾	⁽²⁾	Common Stock	1,945,348	$0	0	D⁽³⁾⁽⁵⁾⁽⁶⁾
Series G Preferred Stock	⁽²⁾	07/02/2019		C			15,075	⁽²⁾	⁽²⁾	Common Stock	7,537	$0	0	D⁽⁴⁾⁽⁵⁾⁽⁶⁾
Series H Preferred Stock	⁽²⁾	07/02/2019		C			1,299,025	⁽²⁾	⁽²⁾	Common Stock	649,512	$0	0	D⁽³⁾⁽⁵⁾⁽⁶⁾
Series H Preferred Stock	⁽²⁾	07/02/2019		C			5,033	⁽²⁾	⁽²⁾	Common Stock	2,516	$0	0	D⁽⁴⁾⁽⁵⁾⁽⁶⁾

1. Name and Address of Reporting Person^*

Great Hill Equity Partners V, L.P.

(Last)

(First)

(Middle)

C/O GREAT HILL PARTNERS, L.P.

200 CLARENDON STREET, 29TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

GREAT HILL INVESTORS LLC

(Last)

(First)

(Middle)

C/O GREAT HILL PARTNERS, L.P.

200 CLARENDON STREET, 29TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

GHP V, LLC

(Last)

(First)

(Middle)

C/O GREAT HILL PARTNERS, L.P.

200 CLARENDON STREET, 29TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Great Hill Partners GP V, L.P.

(Last)

(First)

(Middle)

C/O GREAT HILL PARTNERS, L.P.

200 CLARENDON STREET, 29TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

GAFFNEY CHRISTOPHER S

(Last)

(First)

(Middle)

C/O GREAT HILL PARTNERS, L.P.

200 CLARENDON STREET, 29TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

HAYES JOHN G

(Last)

(First)

(Middle)

C/O GREAT HILL PARTNERS, L.P.

200 CLARENDON STREET, 29TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Taber Mark D.

(Last)

(First)

(Middle)

C/O GREAT HILL PARTNERS, L.P.

200 CLARENDON STREET, 29TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Vettel Matthew T

(Last)

(First)

(Middle)

C/O GREAT HILL PARTNERS, L.P.

200 CLARENDON STREET, 29TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Kumin Michael Andrew

(Last)

(First)

(Middle)

C/O GREAT HILL PARTNERS, L.P.

200 CLARENDON STREET, 29TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

Explanation of Responses:

1. Each share of Series F Preferred Stock will automatically be converted into approximately 0.5682 shares of the issuer's Common Stock ("Shares") immediately prior to the completion of the issuer's initial public offering. The Series F Preferred Stock has no expiration date.

2. Each share of Series G Preferred Stock and Series H 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.

3. These Shares are directly held by Great Hill Equity Partners V, L.P. ("GHEP V"). 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 A. Kumin, Mark D. Taber and Matthew T. Vettel (collectively, the "GH Control Persons") are the managers of GHP V, LLC.

4. These Shares are directly held by Great Hill Investors, LLC ("GHI"). The GH Control Persons are the managers of GHI.

5. Each of the GH Control Persons, GHP V, LLC and GHP V GP may be deemed to indirectly beneficially own the shares beneficially owned by GHEP V and GHI and disclaims beneficial ownership of these Shares, except to the extent of its or his proportionate pecuniary interest therein, if any.

6. This report is filed jointly by GHI, GHEP V, GHP V GP, GHP V, LLC, Christopher S. Gaffney, John G. Hayes, Michael A. Kumin, Mark D. Taber and Matthew T. Vettel.

	/s/ John S. Dwyer, John S. Dwyer, as attorney-in-fact for Great Hill Equity Partners V, L.P.	07/02/2019
	/s/ John S. Dwyer, John S. Dwyer, as attorney-in-fact for Great Hill Investors, LLC	07/02/2019
	/s/ John S. Dwyer, John S. Dwyer, as attorney-in-fact for GHP V, LLC	07/02/2019
	/s/ John S. Dwyer, John S. Dwyer, as attorney-in-fact for Great Hill Partners GP V, L.P.	07/02/2019
	/s/ John S. Dwyer, John S. Dwyer, as attorney-in-fact for Christopher S. Gaffney	07/02/2019
	/s/ John S. Dwyer, John S. Dwyer, as attorney-in-fact for John G. Hayes	07/02/2019
	/s/ John S. Dwyer, John S. Dwyer, as attorney-in-fact for Mark D. Taber	07/02/2019
	/s/ John S. Dwyer, John S. Dwyer, as attorney-in-fact for Matthew T. Vettel	07/02/2019
	/s/ John S. Dwyer, John S. Dwyer, as attorney-in-fact for Michael A. Kumin	07/02/2019
	** 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 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).
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