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 *

Great Hill Equity Partners V, L.P.
2. Issuer Name and Ticker or Trading Symbol

TheRealReal, Inc. [ REAL ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    __X__ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

C/O GREAT HILL PARTNERS, L.P., 200 CLARENDON STREET, 29TH FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

8/11/2020
(Street)

BOSTON, MA 02116
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ 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
Common Stock 8/11/2020  J(1)  2999937 D$0.00 6928325 D (2) 
Common Stock 8/12/2020  S  11624 D$16.2645 (3)26845 D (4) 

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

Explanation of Responses:
(1) Represents a pro rata in-kind distribution of Common Stock for no value by Great Hill Equity Partners V, L.P. ("GHEP V").
(2) These shares are held of record by GHEP V. GHP V, LLC is the sole general partner of Great Hill Partners GP V, L.P. ("GP V"), which is the sole general partner of GHEP V. As such, each of them may be deemed to share beneficial ownership of the securities held of record by GHEP V. Each of them disclaims any such beneficial ownership except to the extent of their pecuniary interest therein.
(3) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $16.25 to $16.42. The reporting person undertakes to provide 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.
(4) These shares are held of record by Great Hill Investors, LLC.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Great Hill Equity Partners V, L.P.
C/O GREAT HILL PARTNERS, L.P.
200 CLARENDON STREET, 29TH FLOOR
BOSTON, MA 02116

X

GREAT HILL INVESTORS LLC
C/O GREAT HILL PARTNERS, L.P.
200 CLARENDON STREET, 29TH FLOOR
BOSTON, MA 02116

X

GHP V, LLC
C/O GREAT HILL PARTNERS, L.P.
200 CLARENDON STREET, 29TH FLOOR
BOSTON, MA 02116

X

Great Hill Partners GP V, L.P.
C/O GREAT HILL PARTNERS, L.P.
200 CLARENDON STREET, 29TH FLOOR
BOSTON, MA 02116

X


Signatures
/s/ John S. Dwyer, as attorney-in-fact for Great Hill Equity Partners V, L.P.8/13/2020
**Signature of Reporting PersonDate

/s/ John S. Dwyer, as attorney-in-fact for Great Hill Investors, LLC8/13/2020
**Signature of Reporting PersonDate

/s/ John S. Dwyer, as attorney-in-fact for GHP V, LLC8/13/2020
**Signature of Reporting PersonDate

/s/ John S. Dwyer, as attorney-in-fact for Great Hill Partners GP V, L.P.8/13/2020
**Signature of Reporting PersonDate

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