Bain Capital Venture Investors, Llc - Oct 26, 2021 Form 3 Insider Report for Rent the Runway, Inc. (RENT)

Role: 10%+ Owner
Signature: Bain Capital Venture Investors, LLC, By: /s/ Scott Friend, Title: Managing Director
Stock symbol: RENT
Transactions as of: Oct 26, 2021
Transactions value $: $0
Form type: 3
Date filed: 10/26/2021, 09:15 PM
Previous filing: Oct 19, 2021
Next filing: Nov 2, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	RENT	Common Stock						484K	Oct 26, 2021	See footnotes	F1, F3, F4, F5, F6

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	RENT	Seed Series Convertible Preferred Stock							Oct 26, 2021	Common Stock	3.99M		See footnotes	F1, F2, F3, F4, F5, F6
holding	RENT	Series A Convertible Preferred Stock							Oct 26, 2021	Common Stock	1.69M		See footnotes	F1, F2, F3, F4, F5, F6
holding	RENT	Series C Convertible Preferred Stock							Oct 26, 2021	Common Stock	370K		See footnotes	F1, F2, F3, F4, F5, F6
holding	RENT	Series D Convertible Preferred Stock							Oct 26, 2021	Common Stock	395K		See footnotes	F1, F2, F3, F4, F5, F6
holding	RENT	Series E Convertible Preferred Stock							Oct 26, 2021	Common Stock	550K		See footnotes	F1, F2, F3, F4, F5, F6
holding	RENT	Series F Convertible Preferred Stock							Oct 26, 2021	Common Stock	558K		See footnotes	F1, F2, F3, F4, F5, F6
holding	RENT	Series G Convertible Preferred Stock							Oct 26, 2021	Common Stock	135K		See footnotes	F1, F2, F3, F4, F5, F6

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Upon the closing of the Issuer's initial public offering, each share of Common Stock will be reclassified into one share of Class A Common Stock.
F2	Each share of Seed Series, Series A, Series C, Series D, Series E, Series F and Series G Convertible Preferred Stock is convertible into Common Stock on a 1-for-1 basis at the holder's election and will automatically convert immediately prior to the closing of the Issuer's initial public offering. These shares have no expiration date.
F3	Bain Capital Venture Investors, LLC ("BCVI") is the general partner of Bain Capital Venture Partners 2009, L.P. ("BCV Partners 2009"), which is the general partner of Bain Capital Venture Fund 2009, L.P. ("BCV Fund 2009"). As a result, BCV Partners 2009 may be deemed to share voting and dispositive power with respect to the securities held by BCV Fund 2009. BCV Partners 2009 disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. BCV Fund 2009 holds 426,712 shares of Common Stock, 3,808,891 shares of Seed Series Convertible Preferred Stock, 1,636,386 shares of Series A Convertible Preferred Stock, 326,711 shares of Series C Convertible Preferred Stock, 348,609 shares of Series D Convertible Preferred Stock, 485,582 shares of Series E Convertible Preferred Stock, 492,291 shares of Series F Convertible Preferred Stock and 119,445 shares of Series G Convertible Preferred Stock.
F4	BCIP Venture Associates ("BCIP Venture"), whose managing partner is Boylston Coinvestors, LLC ("Boylston"), holds 53,172 shares of Common Stock, 151,354 shares of Seed Series Convertible Preferred Stock, 41,336 shares of Series A Convertible Preferred Stock, 40,712 shares of Series C Convertible Preferred Stock, 43,440 shares of Series D Convertible Preferred Stock, 60,508 shares of Series E Convertible Preferred Stock, 61,344 shares of Series F Convertible Preferred Stock and 14,884 shares of Series G Convertible Preferred Stock.
F5	BCIP Venture Associates-B ("BCIP Venture-B" and, together with BCV Fund 2009 and BCIP Venture, the "Bain Capital Venture Entities"), whose managing partner is Boylston, holds 3,848 shares of Common Stock, 31,755 shares of Seed Series Convertible Preferred Stock, 13,453 shares of Series A Convertible Preferred Stock, 2,946 shares of Series C Convertible Preferred Stock, 3,144 shares of Series D Convertible Preferred Stock, 4,379 shares of Series E Convertible Preferred Stock, 4,439 shares of Series F Convertible Preferred Stock and 1,077 shares of Series G Convertible Preferred Stock.
F6	The governance, investment strategy and decision-making process with respect to the investments held by the Bain Capital Venture Entities is directed by the Executive Committee of BCVI, which consists of Enrique Salem and Ajay Agarwal. As a result, BCVI and Messrs. Salem and Agarwal may be deemed to share voting and dispositive power with respect to the securities held by the Bain Capital Venture Entities. BCVI and Messrs. Salem and Agarwal disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.