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 * 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
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) |
|
|
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
|
Director |
10% Owner |
Officer |
Other |
Chandra Manish
C/O POSHMARK, INC.
203 REDWOOD SHORES PARKWAY
REDWOOD CITY, CA 94065 |
|
|
President and CEO |
|
Signatures
|
/s/ Evan Ferl, Attorney-in-Fact |
|
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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