Jennifer Hyman - May 1, 2023 Form 4 Insider Report for Rent the Runway, Inc. (RENT)

Role
CEO & Chair, Director
Signature
/s/ Cara Schembri as Attorney in- fact for Jennifer Y. Hyman
Stock symbol
RENT
Transactions as of
May 1, 2023
Transactions value $
-$21,351
Form type
4
Date filed
5/3/2023, 08:50 PM
Previous filing
Apr 17, 2023
Next filing
Jun 16, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction RENT Class A Common Stock Conversion of derivative security $0 +9.39K +0.71% $0.00 1.34M May 1, 2023 Direct F1
transaction RENT Class A Common Stock Sale -$21.4K -9.39K -0.7% $2.28 1.33M May 3, 2023 Direct F1, F2, F3

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 Restricted Stock Units Options Exercise $0 -12.9K -25% $0.00 38.8K May 1, 2023 Class B Common Stock 12.9K Direct F4
transaction RENT Class B Common Stock Options Exercise $0 +12.9K +1.15% $0.00 1.14M May 1, 2023 Class A Common Stock 12.9K Direct F5, F6
transaction RENT Restricted Stock Units Options Exercise $0 -3.18K -9.09% $0.00 31.8K May 1, 2023 Class B Common Stock 3.18K Direct F7
transaction RENT Class B Common Stock Options Exercise $0 +3.18K +0.28% $0.00 1.14M May 1, 2023 Class A Common Stock 3.18K Direct F5
transaction RENT Class B Common Stock Conversion of derivative security $0 -9.39K -0.82% $0.00 1.13M May 3, 2023 Class A Common Stock 9.39K Direct F1, F5
holding RENT Class B Common Stock 123K May 1, 2023 Class A Common Stock 123K Held by spouse F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 Shares were converted to Class A common stock and sold solely to cover taxes upon the vesting of restricted stock units pursuant to a standing 10b5-1 instruction dated December 22, 2021.
F2 Represents the Reporting Person's pro rata portion of the total shares sold on the transaction date to cover taxes upon vesting of restricted stock units for certain employees of the Issuer.
F3 The price reported in Column 4 is a weighted average price of all shares sold on the transaction date by the Issuer's broker to cover taxes upon the vesting of restricted stock units for certain employees of the Issuer. These shares were sold in multiple transactions at prices ranging from $2.23 to $2.32, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
F4 Each restricted stock unit ("RSU") represents the contingent right to receive one share of the Issuer's Class B Common Stock. The RSUs vest in four remaining substantially equal quarterly installments.
F5 Each share of Class B common stock is convertible at any time at the option of the holder into one share of Class A common stock. Each share of Class B common stock will automatically convert into one share of Class A common stock upon certain sales or transfers. The Class B common stock do not expire, but will convert automatically to Class A common stock as provided in the Issuer's Twelfth Amended and Restated Certificate of Incorporation.
F6 Includes 540 shares of Class B common stock that were inadvertently omitted from a prior Form 4 due to a clerical error.
F7 Each RSU represents the contingent right to receive one share of the Issuer's Class B Common Stock. The RSUs vest in ten remaining substantially equal quarterly installments.