Ebony Beckwith - Jan 5, 2023 Form 4 Insider Report for Poshmark, Inc. (POSH)

Role: Director
Signature: /s/ Evan Ferl, Attorney-in-Fact
Stock symbol: POSH
Transactions as of: Jan 5, 2023
Transactions value $: -$79,673
Form type: 4
Date filed: 1/9/2023, 03:05 PM
Previous filing: Jun 14, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	POSH	Class A Common Stock	Disposed to Issuer	-$79.7K	-4.45K	-100%	$17.90	0	Jan 5, 2023	Direct	F1

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	POSH	Restricted Stock Units	Disposed to Issuer		-15.3K	-100%		0	Jan 5, 2023	Class A Common Stock	15.3K		Direct	F2, F3

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

Ebony Beckwith is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Pursuant to the Agreement and Plan of Merger, dated October 3, 2022 (the "Merger Agreement"), by and among Poshmark, Inc. ("Issuer"), NAVER Corporation ("Parent"), Proton Parent, Inc. ("Proton Parent"), and Proton Merger Sub, Inc. ("Merger Sub"), on January 5, 2023, Merger Sub merged with and into Issuer, with Issuer surviving the merger as an indirect subsidiary of Parent (such merger and the other transactions contemplated by the Merger Agreement, the "Merger"). At the effective time of the Merger (the "Effective Time"), each then outstanding share of Issuer's Class A common stock was cancelled, extinguished and converted into the right to receive an amount in cash equal to $17.90, without interest (the "Merger Consideration"), subject to applicable withholding taxes.
F2	At the Effective Time, each restricted stock unit ("RSU") award that remained unvested and outstanding immediately prior to the Effective Time (an "Unvested Company RSU") was fully accelerated and became a Vested Company RSU pursuant to the Poshmark's Amended and Restated Non-Employee Director Compensation Policy.
F3	Each RSU represents a contingent right to receive one share of the Issuer's Class A common stock. The RSUs shall vest in full on the earlier of (i) June 14, 2023 or (ii) the Issuer's next annual meeting of stockholders, subject to the Reporting Person's continued service on the Issuer's Board of Directors. Vested shares will be deferred in accordance with the Reporting Person's deferral election pursuant to the Rules and Conditions for the Poshmark, Inc. Non-Employee Directors' Deferred Compensation Program.