BAIN CAPITAL VENTURE INVESTORS, LLC - 29 Oct 2021 Form 4 Insider Report for Rent the Runway, Inc. (RENT)

Role: 10%+ Owner
Signature: Bain Capital Venture Investors, LLC, By: /s/ Scott Friend, Title: Managing Director
Issuer symbol: RENT
Transactions as of: 29 Oct 2021
Net transactions value: $0
Form type: 4
Filing time: 02 Nov 2021, 21:33:52 UTC
Previous filing: 26 Oct 2021
Next filing: 18 Mar 2022
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	RENT	Common Stock	Conversion of derivative security		+3,992,000	+825%		4,475,732	29 Oct 2021	See footnotes	F1, F3, F4, F5, F6, F7
transaction	RENT	Common Stock	Conversion of derivative security		+1,691,175	+38%		6,166,907	29 Oct 2021	See footnotes	F1, F3, F4, F5, F6, F7
transaction	RENT	Common Stock	Conversion of derivative security		+370,369	+6%		6,537,276	29 Oct 2021	See footnotes	F1, F3, F4, F5, F6, F7
transaction	RENT	Common Stock	Conversion of derivative security		+395,193	+6%		6,932,469	29 Oct 2021	See footnotes	F1, F3, F4, F5, F6, F7
transaction	RENT	Common Stock	Conversion of derivative security		+550,469	+7.9%		7,482,938	29 Oct 2021	See footnotes	F1, F3, F4, F5, F6, F7
transaction	RENT	Common Stock	Conversion of derivative security		+558,074	+7.5%		8,041,012	29 Oct 2021	See footnotes	F1, F3, F4, F5, F6, F7
transaction	RENT	Common Stock	Conversion of derivative security		+135,406	+1.7%		8,176,418	29 Oct 2021	See footnotes	F1, F3, F4, F5, F6, F7
transaction	RENT	Common Stock	Other		-8,176,418	-100%		0	29 Oct 2021	See footnotes	F2, F3, F4, F5, F6, F7
transaction	RENT	Class A Common Stock	Other		+8,176,418			8,176,418	29 Oct 2021	See footnotes	F2, F3, F4, F5, F6, F7

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	RENT	Seed Series Convertible Preferred Stock	Conversion of derivative security		-3,992,000	-100%		0	29 Oct 2021	Common Stock	3,992,000		See footnotes	F1, F3, F4, F5, F6, F7
transaction	RENT	Series A Convertible Preferred Stock	Conversion of derivative security		-1,691,175	-100%		0	29 Oct 2021	Common Stock	1,691,175		See footnotes	F1, F3, F4, F5, F6, F7
transaction	RENT	Series C Convertible Preferred Stock	Conversion of derivative security		-370,369	-100%		0	29 Oct 2021	Common Stock	370,369		See footnotes	F1, F3, F4, F5, F6, F7
transaction	RENT	Series D Convertible Preferred Stock	Conversion of derivative security		-395,193	-100%		0	29 Oct 2021	Common Stock	395,193		See footnotes	F1, F3, F4, F5, F6, F7
transaction	RENT	Series E Convertible Preferred Stock	Conversion of derivative security		-550,469	-100%		0	29 Oct 2021	Common Stock	550,469		See footnotes	F1, F3, F4, F5, F6, F7
transaction	RENT	Series F Convertible Preferred Stock	Conversion of derivative security		-558,074	-100%		0	29 Oct 2021	Common Stock	558,074		See footnotes	F1, F3, F4, F5, F6, F7
transaction	RENT	Series G Convertible Preferred Stock	Conversion of derivative security		-135,406	-100%		0	29 Oct 2021	Common Stock	135,406		See footnotes	F1, F3, F4, F5, F6, F7

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Each share of Seed Series, Series A, Series C, Series D, Series E, Series F and Series G Convertible Preferred Stock automatically converted into Common Stock on a 1-for-1 basis immediately prior to the closing of the Issuer's initial public offering (the "Conversion"). These shares had no expiration date.
F2	Pursuant to a reclassification exempt under Rule 16b-7, each share of Common Stock was reclassified into one share of Class A Common Stock upon the closing of the Issuer's initial public offering (the "Reclassification").
F3	Bain Capital Venture Investors, LLC ("BCVI") is the general partner of Bain Capital Venture Partners 2009, L.P. ("BCV Partners 2009"), which is the general partner of Bain Capital Venture Fund 2009, L.P. ("BCV Fund 2009"). As a result, BCV Partners 2009 may be deemed to share voting and dispositive power with respect to the securities held by BCV Fund 2009. BCV Partners 2009 disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
F4	(Continued from footnote 3) In the Conversion, the 3,808,891 shares of Seed Series Convertible Preferred Stock, 1,636,386 shares of Series A Convertible Preferred Stock, 326,711 shares of Series C Convertible Preferred Stock, 348,609 shares of Series D Convertible Preferred Stock, 485,582 shares of Series E Convertible Preferred Stock, 492,291 shares of Series F Convertible Preferred Stock and 119,445 shares of Series G Convertible Preferred Stock held by BCV Fund 2009 automatically converted into an aggregate of 7,217,915 shares of Common Stock. Following the Conversion, BCV Fund 2009 held 7,644,627 shares of Common Stock, which were automatically reclassified into 7,644,627 shares of Class A Common Stock in the Reclassification.
F5	In the Conversion, the 151,354 shares of Seed Series Convertible Preferred Stock, 41,336 shares of Series A Convertible Preferred Stock, 40,712 shares of Series C Convertible Preferred Stock, 43,440 shares of Series D Convertible Preferred Stock, 60,508 shares of Series E Convertible Preferred Stock, 61,344 shares of Series F Convertible Preferred Stock and 14,884 shares of Series G Convertible Preferred Stock held by BCIP Venture Associates ("BCIP Venture"), whose managing partner is Boylston Coinvestors, LLC ("Boylston"), automatically converted into an aggregate of 413,578 shares of Common Stock. Following the Conversion, BCIP Venture held 466,750 shares of Common Stock, which were automatically reclassified into 466,750 shares of Class A Common Stock in the Reclassification.
F6	In the Conversion, the 31,755 shares of Seed Series Convertible Preferred Stock, 13,453 shares of Series A Convertible Preferred Stock, 2,946 shares of Series C Convertible Preferred Stock, 3,144 shares of Series D Convertible Preferred Stock, 4,379 shares of Series E Convertible Preferred Stock, 4,439 shares of Series F Convertible Preferred Stock and 1,077 shares of Series G Convertible Preferred Stock held by BCIP Venture Associates-B ("BCIP Venture-B" and, together with BCV Fund 2009 and BCIP Venture, the "Bain Capital Venture Entities"), whose managing partner is Boylston, automatically converted into an aggregate of 61,193 shares of Common Stock. Following the Conversion, BCIP Venture-B held 65,041 shares of Common Stock, which were automatically reclassified into 65,041 shares of Class A Common Stock in the Reclassification.
F7	The governance, investment strategy and decision-making process with respect to the investments held by the Bain Capital Venture Entities is directed by the Executive Committee of BCVI, which consists of Enrique Salem and Ajay Agarwal. As a result, BCVI and Messrs. Salem and Agarwal may be deemed to share voting and dispositive power with respect to the securities held by the Bain Capital Venture Entities. BCVI and Messrs. Salem and Agarwal disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.