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).         
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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
                      

1. Name and Address of Reporting Person *

Chandra Manish		 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)
President and CEO
(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)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
 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
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)  10000 D$17.90 (1)0 D  

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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units  (2)(3)1/5/2023  D (2)    30556   (2)(3)8/19/2027 Class B Common Stock 30556  (2)0 D  
Restricted Stock Units  (2)(4)1/5/2023  D (2)    525692   (2)(4) (2)(4)Class A Common Stock 525692  (2)0 D  
Class B Common Stock  (1)1/5/2023  D (1)    5434458   (1)(5) (1)(5)Class A Common Stock 5434458 $17.90 (1)0 D  
Stock Option (Right to Buy) $1.11 1/5/2023  D (6)    85155   (6)(7)12/14/2025 Class B Common Stock 85155  (6)0 D  
Stock Option (Right to Buy) $1.52 1/5/2023  D (6)    394969   (6)(7)5/8/2027 Class B Common Stock 394969  (6)0 D  
Stock Option (Right to Buy) $10.77 1/5/2023  D (6)    500000   (6)(8)(9)(10)1/14/2029 Class B Common Stock 500000  (6)0 D  
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.
(3) Each RSU represents the right to receive one share of Class B common stock. The RSUs are subject to time- and performance-based vesting. The units shall satisfy the time-based vesting as to 25% of the units on April 1, 2021 and as to the remainder in 12 quarterly installments thereafter, subject to the Reporting Person's continued service to the Issuer through each such vesting date. The performance-based vesting condition was satisfied upon the Issuer's initial public offering (as defined in the Issuer's 2011 Stock Option and Grant Plan). On January 1, 2023, the RSUs originally scheduled to vest over the course of 2023 were accelerated to vest on such date.
(4) Each RSU represents a contingent right to receive one share of the Issuer's Class A common stock. 1/3rd of the RSUs will vest on June 1, 2023 and the remainder in 8 quarterly installments 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.
(5) Each share of Class B common stock is convertible into one share of Class A common stock at the option of the holder and has no expiration date.
(6) At the Effective Time, each outstanding stock option to purchase shares of Issuer's Class B common stock that was vested as of immediately prior to the Effective Time with an exercise price per share less than $17.90 (a "Vested Company Option") was automatically cancelled and converted into the right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (i) the number of shares of Issuer Class A common stock or Class B common stock subject to such Vested Company Option and (ii) the excess, if any, of the Merger Consideration over the exercise price per share of such Vested Company Option.
(7) These options are vested and exercisable as of the date hereof.
(8) At the Effective Time, each Company Option that was not a Vested Company Option and was outstanding and unvested as of immediately prior to the Effective Time with an exercise price per share less than $17.90 (an "Unvested Company Option") 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 number of shares of Issuer's Class A common stock or Class B common stock subject to such Unvested Company Option and (ii) the excess, if any, of the Merger Consideration over the exercise price per share of such Unvested Company Option (the "Cash Replacement Company Option Amounts"), which Cash Replacement Company Option Amounts will, subject to the Reporting Person's continued service with Parent or its affiliates through the applicable vesting dates,
(9) (Continued from footnote 8) vest and be payable at the same time as the Unvested Company Option for which the Cash Replacement Company Option Amounts is exchanged would have vested pursuant to its terms.
(10) 1/4th of the shares subject to the option vested and became exercisable on February 1, 2020 and the balance vests and becomes exercisable in 36 equal monthly installments thereafter.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Chandra Manish
C/O POSHMARK, INC.
203 REDWOOD SHORES PARKWAY
REDWOOD CITY, CA 94065

President and CEO
Signatures
/s/ Evan Ferl, Attorney-in-Fact1/9/2023
**Signature of Reporting PersonDate
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.
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