Statement of Changes in Beneficial Ownership (4)
January 09 2023 - 04:06PM
Edgar (US Regulatory)
FORM 4
[X] Check this box if no longer subject to
Section 16. Form 4 or Form 5 obligations may continue. See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
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OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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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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1. Name
and Address of Reporting Person * Brumana Rodrigo |
2. Issuer Name and Ticker or Trading
Symbol Poshmark, Inc. [ POSH ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)_____
Director _____
10% Owner
__X__ Officer (give title
below) _____ Other
(specify below)
Chief Financial Officer |
(Last)
(First)
(Middle)
C/O POSHMARK INC., 203 REDWOOD SHORES PARKWAY |
3. Date of Earliest Transaction (MM/DD/YYYY)
1/5/2023
|
(Street)
REDWOOD CITY, CA 94065
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person |
Table I - Non-Derivative Securities Acquired, Disposed of, or
Beneficially Owned
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1.Title of Security
(Instr. 3) |
2. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. 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) |
Code |
V |
Amount |
(A) or (D) |
Price |
Class A Common Stock |
1/5/2023 |
|
D(1) |
|
523674 (2)(3) |
D |
$17.90 (1) |
0 |
D |
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Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative
Security |
3. Trans. Date |
3A. Deemed Execution Date, if any |
4. Trans. 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 |
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 of Derivative Security: Direct
(D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr.
4) |
Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Restricted Stock Units |
(3)(4) |
1/5/2023 |
|
D (3) |
|
|
22728 |
(3)(4) |
(3)(4) |
Class A Common Stock |
22728 |
(3) |
0 |
D |
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Explanation of
Responses: |
(1) |
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
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. |
(2) |
Includes shares represented
by a restricted stock unit ("RSU"). Each RSU represents a
contingent right to receive one share of the Issuer's Class A
common stock upon settlement. |
(3) |
At the Effective Time, each
RSU award that remained unvested and outstanding immediately prior
to the Effective Time (an "Unvested Company RSU") was automatically
cancelled and converted into a contingent right to receive an
amount in cash (without interest and subject to applicable
withholding taxes) equal to the product of (i) the Merger
Consideration and (ii) the total number of shares of Issuer's Class
A common subject to such Unvested Company RSU (the "Cash
Replacement Company RSU Amounts"), which Cash Replacement Company
RSU Amounts will, subject to the Reporting Person's continued
service with Parent or its affiliates through the applicable
vesting dates, vest and be payable at the same time as the Unvested
Company RSU for which such Cash Replacement Company RSU Amounts
were exchanged would have vested pursuant to its terms. |
(4) |
Each RSU represents a
contingent right to receive one share of the Issuer's Class A
common stock. 1/8th of the RSUs vested on September 1, 2022 with
the remainder vesting each three months thereafter, subject to the
Reporting Person's continued service through the applicable vesting
date. On January 1, 2023, the RSUs originally scheduled to vest
over the course of 2023 were accelerated to vest on such
date. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
Brumana Rodrigo
C/O POSHMARK INC.
203 REDWOOD SHORES PARKWAY
REDWOOD CITY, CA 94065 |
|
|
Chief Financial Officer |
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Signatures
|
/s/ Evan Ferl, Attorney-in-Fact |
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1/9/2023 |
**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). |
Note: |
File three copies of this Form, one of
which must be manually signed. If space is insufficient, see
Instruction 6 for procedure. |
Persons who respond to the collection of information
contained in this form are not required to respond unless the form
displays a currently valid OMB control number. |
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