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 * BECKWITH EBONY |
2. Issuer Name and Ticker or Trading
Symbol Poshmark, Inc. [ POSH ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)__X__
Director _____
10% Owner
_____ Officer (give title
below) _____ Other
(specify below)
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(Last)
(First)
(Middle)
C/O POSHMARK, INC., 203 REDWOOD SHORES PARKWAY |
3. Date of Earliest Transaction (MM/DD/YYYY)
1/5/2023
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(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) |
|
4451 |
D |
$17.90 (1) |
0 |
D |
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Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
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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 |
(2)(3) |
1/5/2023 |
|
D (2) |
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|
15324 |
(2)(3) |
(2)(3) |
Class A Common Stock |
15324 |
(2) |
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 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. |
(2) |
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. |
(3) |
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. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
BECKWITH EBONY
C/O POSHMARK, INC.
203 REDWOOD SHORES PARKWAY
REDWOOD CITY, CA 94065 |
X |
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Signatures
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/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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