FORM 4 [ ] 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 *

Sahi Levesque Rati
2. Issuer Name and Ticker or Trading Symbol

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

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

C/O THEREALREAL, 55 FRANCISCO STREET
3. Date of Earliest Transaction (MM/DD/YYYY)

2/22/2021
(Street)

SAN FRANCISCO, CA 94133
(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
Common Stock 2/22/2021  S(1)  2932 D$26.1028 362995 D  
Common Stock 2/22/2021  M  7726 A$24.79 370721 D  
Common Stock 2/22/2021  S(2)  7726 D$30.08 (3)362995 D  
Common Stock 2/22/2021  S(2)  3469 D$30.09 (4)359526 D  
Common Stock 2/23/2021  S(2)  2811 D$24.11 (5)356715 D  
Common Stock 2/23/2021  S(2)  1874 D$24.83 (6)354841 D  
Common Stock 2/23/2021  S(2)  200 D$26.16 (7)354641 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
Non-Qualified Stock Option (right to buy) $24.79 2/22/2021  M     7726   (8)7/22/2029 Common Stock 7726 $0.0 60968 D  

Explanation of Responses:
(1) Represents shares of common stock automatically sold to satisfy the reporting person's tax obligation in respect of the shares issued upon vesting of an equity award.
(2) The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 11, 2019, as amended.
(3) Represents the weighted average sales price. The shares were sold in multiple transactions at prices ranging from $30.00 to $30.19. Reporting Person undertakes to provide TheRealReal, Inc., any security holder of TheRealReal, Inc., 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 ranges set forth in this Form 4.
(4) Represents the weighted average sales price. The shares were sold in multiple transactions at prices ranging from $30.02 to $31.0199. Reporting Person undertakes to provide TheRealReal, Inc., any security holder of TheRealReal, Inc., 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 ranges set forth.
(5) Represents the weighted average sales price. The shares were sold in multiple transactions at prices ranging from $23.61 to $24.6099. Reporting Person undertakes to provide TheRealReal, Inc., any security holder of TheRealReal, Inc., 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 ranges set forth.
(6) Represents the weighted average sales price. The shares were sold in multiple transactions at prices ranging from $24.62 to $25.6199. Reporting Person undertakes to provide TheRealReal, Inc., any security holder of TheRealReal, Inc., 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 ranges set forth.
(7) Represents the weighted average sales price. The shares were sold in multiple transactions at prices ranging from $26.00 to $26.999. Reporting Person undertakes to provide TheRealReal, Inc., any security holder of TheRealReal, Inc., 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 ranges set forth.
(8) This option has a vest base date of August 20, 2019 and vests quarterly thereafter, subject to the reporting person's continuous service as of each vesting date and subject to acceleration upon certain events.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Sahi Levesque Rati
C/O THEREALREAL
55 FRANCISCO STREET
SAN FRANCISCO, CA 94133


President

Signatures
By: Matt Gustke For: Rati Levesque2/24/2021
**Signature of Reporting PersonDate

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