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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(AMENDMENT NO. )*
TheRealReal, Inc.
(Name of Issuer)
Class A Common Stock, $0.0001 par value
(Title of Class of Securities)
88339P101
(CUSIP Number)
Ellen Rosenberg
900 Third Avenue, 23rd Floor
New York, NY 10022
(646) 475- 3530
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 31, 2020
(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)
* 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 disclosures provided in a prior cover page.
The information required on 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).
CUSIP No. 88339P101
13G
Page 1 of 14 Pages
1.
NAMES OF REPORTING PERSONS OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
PWP Growth Equity Fund II LP
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) [ ]
(b) [X]
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5.
SOLE VOTING POWER
0
6.
SHARED VOTING POWER
5,785,182 (a) (See Item 4)
7.
SOLE DISPOSITIVE POWER
0
8.
SHARED DISPOSITIVE POWER
5,785,182 (a) (See Item 4)
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
5,785,182 (a) (See Item 4)
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
(see instructions) [ ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.5%
12.
TYPE OF REPORTING PERSON (see instructions)
PN
CUSIP No. 88339P101
13G
Page 2 of 14 Pages
1.
NAMES OF REPORTING PERSONS OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
PWP Growth Equity Fund II B LP
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) [ ]
(b) [X]
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5.
SOLE VOTING POWER
0
6.
SHARED VOTING POWER
1,665,148 (a) (See Item 4)
7.
SOLE DISPOSITIVE POWER
0
8.
SHARED DISPOSITIVE POWER
1,665,148 (a) (See Item 4)
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,665,148 (a) (See Item 4)
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
(see instructions) [ ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.9%
12.
TYPE OF REPORTING PERSON (see instructions)
PN
CUSIP No. 88339P101
13G
Page 3 of 14 Pages
1.
NAMES OF REPORTING PERSONS OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
GreyLion Capital LP
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) [ ]
(b) [X]
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5.
SOLE VOTING POWER
0
6.
SHARED VOTING POWER
7,450,330 (a) (See Item 4)
7.
SOLE DISPOSITIVE POWER
0
8.
SHARED DISPOSITIVE POWER
7,450,330 (a) (See Item 4)
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
7,450,330 (a) (See Item 4)
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
(see instructions) [ ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.4%
12.
TYPE OF REPORTING PERSON (see instructions)
IA
CUSIP No. 88339P101
13G
Page 4 of 14 Pages
1.
NAMES OF REPORTING PERSONS OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
GreyLion Capital GP LLC
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) [ ]
(b) [X]
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5.
SOLE VOTING POWER
0
6.
SHARED VOTING POWER
7,450,330 (a) (See Item 4)
7.
SOLE DISPOSITIVE POWER
0
8.
SHARED DISPOSITIVE POWER
7,450,330 (a) (See Item 4)
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
7,450,330 (a) (See Item 4)
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
(see instructions) [ ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.4%
12.
TYPE OF REPORTING PERSON (see instructions)
OO
CUSIP No. 88339P101
13G
Page 5 of 14 Pages
1.
NAMES OF REPORTING PERSONS OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
David Ferguson
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) [ ]
(b) [X]
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5.
SOLE VOTING POWER
0
6.
SHARED VOTING POWER
7,450,330 (a) (See Item 4)
7.
SOLE DISPOSITIVE POWER
0
8.
SHARED DISPOSITIVE POWER
7,450,330 (a) (See Item 4)
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
7,450,330 (a) (See Item 4)
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
(see instructions) [ ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.4%
12.
TYPE OF REPORTING PERSON (see instructions)
IN
CUSIP No. 88339P101
13G
Page 6 of 14 Pages
1.
NAMES OF REPORTING PERSONS OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Gilbert Baird
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) [ ]
(b) [X]
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5.
SOLE VOTING POWER
0
6.
SHARED VOTING POWER
7,460,684 (a) (See Item 4)
7.
SOLE DISPOSITIVE POWER
0
8.
SHARED DISPOSITIVE POWER
7,460,684 (a) (See Item 4)
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
7,460,684 (a) (See Item 4)
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
(see instructions) [ ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.4%
12.
TYPE OF REPORTING PERSON (see instructions)
IN
CUSIP No. 88339P101
13G
Page 7 of 14 Pages
Item 1.
(a)
Name of Issuer
TheRealReal, Inc.
(b)
Address of Issuer's Principal Executive Offices
55 Francisco Street, Suite 600, San Francisco CA 94133
Item 2.
(a)
Name of Person Filing
This statement is being jointly filed by each of the entities below pursuant to
Rule 13d-1(k)
promulgated by the Securities and Exchange Commission pursuant to Section 13 of
the Act,
all of whom together are referred to herein as the "Reporting Persons":
(i) PWP Growth Equity Fund II LP
(ii) PWP Growth Equity Fund II B LP
(iii) GreyLion Capital LP
(iv) GreyLion Capital GP LLC
(v) David Ferguson
(vi) Gilbert Baird
The Reporting Persons have entered into a Joint Filing Agreement, a copy of
which is attached
as Exhibit 99.1 to this Schedule 13G, pursuant to which the Reporting Persons
agreed to file
this Schedule 13G and any amendments thereto jointly in accordance with the
provisions of
Rule 13d-1(k)(1).
PWP Growth Equity Fund II LP and PWP Growth Equity Fund II B LP (collectively
the
"Funds") acquired the shares reported herein in private placements prior to the
initial public
offering of the Issuer, which priced and commenced trading on June 27, 2019, as
reported in
the Form 4s filed by the Funds on July 2, 2019.
On June 15, 2020, the Funds spun off from Perella Weinberg Partners Capital
Management LP
and their affiliates and, as a result of the spin-off and the separation
agreement signed in
connection therewith, investing, management and voting control over the shares
reported
herein transferred to GreyLion Capital LP (the "Separation").
(b)
Address of the Principal Office or, if none, residence
c/o GreyLion Capital, 900 Third Avenue, 23rd Floor, New York, NY 10022
(c)
Citizenship
United States
(d)
Title of Class of Securities
Class A Common Stock, $0.0001 par value per share
(e)
CUSIP Number
88339P101
CUSIP No. 88339P101
13G
Page 8 of 14 Pages
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:
(a)
[ ]
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b)
[ ]
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)
[ ]
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d)
[ ]
Investment company registered under section 8 of the Investment Company Act of
1940 (15
U.S.C. 80a-8).
(e)
[ ]
An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);
(f)
[ ]
An employee benefit plan or endowment fund in accordance with
240.13d-1(b)(1)(ii)(F);
(g)
[ ]
A parent holding company or control person in accordance with
240.13d-1(b)(1)(ii)(G);
(h)
[ ]
A savings associations as defined in Section 3(b) of the Federal Deposit
Insurance Act (12
U.S.C. 1813);
(i)
[ ]
A church plan that is excluded from the definition of an investment company
under section
3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
[ ]
Group, in accordance with 240.13d-1(b)(1)(ii)(J).
Item 4. Ownership.
(a) - (c)
As of December 4, 2020, 5,785,182 shares of Common Stock were held of record
by PWP Growth
Equity Fund II LP, 1,665,148 shares of Common Stock were held of record by PWP
Growth Equity
Fund II B LP, and 10,354 shares of Common Stock were held of record by Gilbert
Baird.
In connection with the Separation, sole voting, management and investment
control was delegated to
GreyLion Capital LP (together with its affiliates, "GreyLion"). GreyLion
Capital GP LLC is the
general partner of GreyLion Capital LP. David Ferguson and Gilbert Baird are
members of the
GreyLion investment committee, and in such capacities control voting and
investment decisions
related to the shares reported herein.
Pursuant to Rule 13d-1 of the Act, the Reporting Persons expressly declare that
the filing of this
statement shall not be construed as an admission that any such person is, for
the purposes of Section
13(d) and/or Section 13(g) of the Act or otherwise, the beneficial owner of any
securities covered by
this statement held by any other person.
Percent of Class:
See responses to Item 11 on each cover page.
CUSIP No. 88339P101
13G
Page 9 of 14 Pages
The percentage is based on 88,577,407 shares of the Company's common stock
outstanding as of
November 1, 2020, as reported in the Company's 10-Q filed on November 10, 2020.
Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
See responses to Item 5 on each cover page.
(ii) Shared power to vote or to direct the vote:
See responses to Item 6 on each cover page.
(iii) Sole power to dispose or to direct the disposition of:
See responses to Item 7 on each cover page.
(iv) Shared power to dispose or to direct the disposition of:
See responses to Item 8 on each cover page.
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.
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.
CUSIP No. 88339P101
13G
Page 10 of 14 Pages
SIGNATURE
By signing below we certify that, to the best of our knowledge and
belief, we certify that the
information set forth in this statement is true, complete and correct. We also
hereby agree to file this
statement jointly pursuant to the Agreement listed on Exhibit 99.1 hereto.
Dated: February 12, 2021
PWP GROWTH EQUITY FUND II LP
By: PWP Growth Equity Fund II GP LLC
Its: General Partner
By: GreyLion Capital GP LLC
Its: Managing Member
By: /s/ Gilbert Baird____________________________
Name: Gilbert Baird
Title: Authorized Signatory
PWP GROWTH EQUITY FUND II B
LP
By: PWP Growth Equity Fund II GP LLC
Its: General Partner
By: GreyLion Capital GP LLC
Its: Managing Member
By: /s/ Gilbert Baird____________________________
Name: Gilbert Baird
Title: Authorized Signatory
GREYLION CAPITAL LP
By: GreyLion Capital Fund III GP LP
Its: General Partner
By: GreyLion Capital III GP LLC
Its: General Partner
By: /s/ Gilbert Baird____________________________
Name: Gilbert Baird
Title: Authorized Signatory
CUSIP No. 88339P101
13G
Page 11 of 14 Pages
GREYLION CAPITAL GP LLC
By: /s/ Gilbert Baird____________________________
Name: Gilbert Baird
Title: Authorized Signatory
GILBERT BAIRD
By: /s/ Gilbert Baird____________________________
Name: Gilbert Baird
DAVID FERGUSON
By: /s/ David Ferguson___________________________
Name: David Ferguson
CUSIP No. 88339P101
13G
Page 12 of 14 Pages
EXHIBIT INDEX
Exhibit No.
99.1 Joint Filing Agreement dated as of December 4, 2020, by and among each of
the Reporting
Persons
CUSIP No. 88339P101
13G
Page 13 of 14 Pages
Exhibit 99.1
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the
undersigned hereby agree
that a single Schedule 13G (or any amendment thereto) relating to the Common
Stock of The RealReal,
Inc. may be filed on behalf of each of the undersigned and that this Agreement
shall be filed as an exhibit
to such Schedule 13G.
This Agreement may be executed in any number of counterparts, each of which
shall be deemed an
original.
Dated: February 12, 2021
PWP GROWTH EQUITY FUND II LP
By: PWP Growth Equity Fund II GP LLC
Its: General Partner
By: GreyLion Capital GP LLC
Its: Managing Member
By: /s/ Gilbert Baird____________________________
Name: Gilbert Baird
Title: Authorized Signatory
PWP GROWTH EQUITY FUND II B
LP
By: PWP Growth Equity Fund II GP LLC
Its: General Partner
By: GreyLion Capital GP LLC
Its: Managing Member
By: /s/ Gilbert Baird____________________________
Name: Gilbert Baird
Title: Authorized Signatory
CUSIP No. 88339P101
13G
Page 14 of 14 Pages
GREYLION CAPITAL LP
By: GreyLion Capital Fund III GP LP
Its: General Partner
By: GreyLion Capital III GP LLC
Its: General Partner
By: /s/ Gilbert Baird____________________________
Name: Gilbert Baird
Title: Authorized Signatory
GREYLION CAPITAL GP LLC
By: /s/ Gilbert Baird____________________________
Name: Gilbert Baird
Title: Authorized Signatory
GILBERT BAIRD
By: /s/ Gilbert Baird____________________________
Name: Gilbert Baird
DAVID FERGUSON
By: /s/ David Ferguson___________________________
Name: David Ferguson