SEC Form SC 13G filed by Poshmark Inc.

2/14/22 4:01:54 PM ET

$POSH

Department/Specialty Retail Stores

Consumer Discretionary

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SC 13G 1 tm226603d1_sc13g.htm SC 13G

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. ) *

Poshmark, Inc.

(Name of Issuer)

Class A Common Stock of $0.0001 par value per share

(Title of Class of Securities)

73739W 10 4

(CUSIP Number)

December 31, 2021

(Date of Event Which Requires Filing of This Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 73739W 10 4

13G

1.	Names of Reporting Persons Menlo Ventures XI, L.P.
2.	Check the Appropriate Box if a Member of a Group (see instructions)
	(a) ¨
	(b) x (1)
3.	SEC USE ONLY
4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With:	5.	Sole Voting Power 0
	6.	Shared Voting Power 4,826,294 shares (2)
	7.	Sole Dispositive Power 0
	8.	Shared Dispositive Power 4,826,294 shares (2)

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,826,294 shares (2)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)	¨
11.	Percent of Class Represented by Amount in Row 9 10.2% of shares of Class A Common Stock (6.3% of Total Common Stock) (3)
12.	Type of Reporting Person (see instructions) PN

(1)

This Schedule 13G is filed by Menlo Ventures XI, L.P. (“Menlo XI”), MMEF XI, L.P. (“MMEF XI”), Menlo Special Opportunities Fund, L.P. (“MSOP”), MMSOP, L.P. (“MMSOP” and, together with Menlo XI, MMEF XI and MSOP, the “Menlo Funds”), MV Management XI, L.L.C. (“MVM XI”), MSOP GP, L.L.C. (“MSOP GP” and, together with MVM XI and the Menlo Funds, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

Consists of Class A Common Stock held directly by Menlo XI. MVM XI serves as the general partner of Menlo XI and, as such, MVM XI possesses voting and dispositive power over the shares held by Menlo XI, and may be deemed to have indirect beneficial ownership of the shares held by Menlo XI.

(3)

These beneficial ownership percentages are based on a total of 47,209,629 shares of the Issuer’s Class A Common Stock and 29,793,399 shares of the Issuer’s Class B Common Stock outstanding as of October 31, 2021, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, filed with the Securities and Exchange Commission on November 12, 2021.

CUSIP No. 73739W 10 4

13G

1.	Names of Reporting Persons MMEF XI, L.P.
2.	Check the Appropriate Box if a Member of a Group (see instructions)
	(a) ¨
	(b) x (1)
3.	SEC USE ONLY
4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With:	5.	Sole Voting Power 0
	6.	Shared Voting Power 186,245 shares (2)
	7.	Sole Dispositive Power 0
	8.	Shared Dispositive Power 186,245 shares (2)

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 186,245 shares (2)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)	¨
11.	Percent of Class Represented by Amount in Row 9 0.4% of shares of Class A Common Stock (0.2% of Total Common Stock) (3)
12.	Type of Reporting Person (see instructions) PN

(1)

This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

Consists of Class A Common Stock held directly by MMEF XI. MVM XI serves as the general partner of MMEF XI and, as such, MVM XI possesses voting and dispositive power over the shares held by MMEF XI, and may be deemed to have indirect beneficial ownership of the shares held by MMEF XI.

(3)

CUSIP No. 73739W 10 4

13G

1.	Names of Reporting Persons MV Management XI, L.L.C.
2.	Check the Appropriate Box if a Member of a Group (see instructions)
	(a) ¨
	(b) x (1)
3.	SEC USE ONLY
4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With:	5.	Sole Voting Power 0
	6.	Shared Voting Power 5,012,539 shares (2)
	7.	Sole Dispositive Power 0
	8.	Shared Dispositive Power 5,012,539 shares (2)

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,012,539 shares (2)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)	¨
11.	Percent of Class Represented by Amount in Row 9 10.6% of shares of Class A Common Stock (6.5% of Total Common Stock) (3)
12.	Type of Reporting Person (see instructions) OO

(1)

This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

Consists of (i) 4,826,294 shares of Class A Common Stock held by Menlo XI, and (ii) 186,245 shares of Class A Common Stock held by MMEF XI. MVM XI serves as the general partner of Menlo XI and MMEF XI and, as such, MVM XI possesses voting and dispositive power over the shares held by Menlo XI and MMEF XI, and may be deemed to have indirect beneficial ownership of the shares held by Menlo XI and MMEF XI.

(3)

CUSIP No. 73739W 10 4

13G

1.	Names of Reporting Persons Menlo Special Opportunities Fund, L.P.
2.	Check the Appropriate Box if a Member of a Group (see instructions)
	(a) ¨
	(b) x (1)
3.	SEC USE ONLY
4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With:	5.	Sole Voting Power 0
	6.	Shared Voting Power 156,925 shares (2)
	7.	Sole Dispositive Power 0
	8.	Shared Dispositive Power 156,925 shares (2)

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 156,925 shares (2)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)	¨
11.	Percent of Class Represented by Amount in Row 9 0.3% of shares of Class A Common Stock (0.2% of Total Common Stock) (3)
12.	Type of Reporting Person (see instructions) PN

(1)

This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

Consists of Class A Common Stock held directly by MSOP. MSOP GP serves as the general partner of MSOP and, as such, MSOP GP possesses voting and dispositive power over the shares held by MSOP, and may be deemed to have indirect beneficial ownership of the shares held by MSOP.

(3)

CUSIP No. 73739W 10 4

13G

1.	Names of Reporting Persons MMSOP, L.P.
2.	Check the Appropriate Box if a Member of a Group (see instructions)
	(a) ¨
	(b) x (1)
3.	SEC USE ONLY
4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With:	5.	Sole Voting Power 0
	6.	Shared Voting Power 2,552 shares (2)
	7.	Sole Dispositive Power 0
	8.	Shared Dispositive Power 2,552 shares (2)

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,552 shares (2)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)	¨
11.	Percent of Class Represented by Amount in Row 9 0.0% of shares of Class A Common Stock (0.0% of Total Common Stock) (3)
12.	Type of Reporting Person (see instructions) PN

(1)

This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

Consists of Class A Common Stock held directly by MMSOP. MSOP GP serves as the general partner of MMSOP and, as such, MSOP GP possesses voting and dispositive power over the shares held by MMSOP, and may be deemed to have indirect beneficial ownership of the shares held by MMSOP.

(3)

CUSIP No. 73739W 10 4

13G

1.	Names of Reporting Persons MSOP GP, L.L.C.
2.	Check the Appropriate Box if a Member of a Group (see instructions)
	(a) ¨
	(b) x (1)
3.	SEC USE ONLY
4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With:	5.	Sole Voting Power 0
	6.	Shared Voting Power 159,477 shares (2)
	7.	Sole Dispositive Power 0
	8.	Shared Dispositive Power 159,477 shares (2)

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 159,477 shares (2)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)	¨
11.	Percent of Class Represented by Amount in Row 9 0.3% of shares of Class A Common Stock (0.2% of Total Common Stock) (3)
12.	Type of Reporting Person (see instructions) OO

(1)

This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

Consists of (i) 156,925 shares of Class A Common Stock held by MSOP, and (ii) 2,552 shares of Class A Common Stock held by MMSOP. MSOP GP serves as the general partner of MSOP and MMSOP and, as such, MSOP GP possesses voting and dispositive power over the shares held by MSOP and MMSOP, and may be deemed to have indirect beneficial ownership of the shares held by MSOP and MMSOP.

(3)

CUSIP No. 73739W 10 4

13G

Introductory Note: This statement on Schedule 13G is filed on behalf of the Reporting Persons, in respect of the Class A Common Stock of $0.0001 par value per share of Poshmark, Inc. (the “Issuer”).

Item 1(a).

Name of Issuer:

Poshmark, Inc.

Item 1(b).

Address of Issuer’s Principal Executive Officers:

203 Redwood Shores Parkway, 8th Floor
Redwood City, California

Item 2(a).

Name of Person(s) Filing:

The persons and entities filing this statement are Menlo Ventures XI, L.P. (“Menlo XI”), MMEF XI, L.P. (“MMEF XI”), Menlo Special Opportunities Fund, L.P. (“MSOP”), MMSOP, L.P. (“MMSOP” and, together with Menlo XI, MMEF XI and MSOP, the “Menlo Funds”), MV Management XI, L.L.C. (“MVM XI”), MSOP GP, L.L.C. (“MSOP GP” and, together with MVM XI and the Menlo Funds, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

Item 2(b).

Address of Principal Business Office:

Menlo Ventures

32884 Sand Hill Road, Suite 100

Menlo Park, California 94025

Item 2(c).

Citizenship or Place of Organization:

Each of the Menlo Funds is a Delaware limited partnership and MSOP GP and MVM XI are Delaware limited liability companies.

Item 2(d).

Title of Class of Securities:

Class A Common Stock, par value $0.001 per share

Item 2(e).

CUSIP Number:

73739W 10 4

Item 3.

If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

Not applicable.

Item 4(a).

Amount Beneficially Owned:

Item 4(b).

Percent of Class:

Item 4(c).

Number of shares as to which such persons have:

CUSIP No. 73739W 10 4

13G

The following information with respect to the beneficial ownership of Class A Common Stock of the Issuer by the Reporting Persons filing this statement on Schedule 13G is presented as of December 31, 2021:

Reporting Persons	Shares Held Directly (1)		Shared Voting Power		Shared Dispositive Power		Beneficial Ownership		Percentage of shares of Common Stock (3)
Menlo XI		4,826,294		4,826,294		4,826,294		4,826,294	10.2% of shares of Class A Common Stock (6.3% of Total Common Stock)
MMEF XI		186,245		186,245		186,245		186,245	0.4% of shares of Common Stock (0.2% of Total Common Stock)
MVM XI (2)		0		5,012,539		5,012,539		5,012,539	10.6% of shares of Class A Common Stock (6.5% of Total Common Stock)
MSOP		156,925		156,925		156,925		156,925	0.3% of shares of Class A Common Stock (0.2% of Total Common Stock)
MMSOP		2,552		2,552		2,552		2,552	0.0% of shares of Class A Common Stock (0.0% of Total Common Stock)
MSOP GP (2)		0		159,477		159,477		159,477	0.3% of shares of Class A Common Stock (0.2% of Total Common Stock)

(1)

Represents the number of shares of Class A Common Stock currently held by the Reporting Persons.

(2)

MVM XI possesses voting and dispositive power over the shares held by Menlo XI and MMEF XI, and may be deemed to have indirect beneficial ownership of the shares held by Menlo XI and MMEF XI. MSOP GP serves as the general partner of MSOP and MMSOP and, as such, MSOP GP possesses voting and dispositive power over the shares held by MSOP and MMSOP, and may be deemed to have indirect beneficial ownership of the shares held by MSOP and MMSOP.

(3)

Item 5.

Ownership of Five Percent or Less of a Class:

If this statement is being filed to report the fact that as of the date hereof, the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ¨

Item 6.

Ownership of More Than Five Percent on Behalf of Another Person:

Not applicable.

Item 7.

Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company:

Not applicable.

Item 8.

Identification and Classification of Members of the Group:

Not applicable.

Item 9.

Notice of Dissolution of Group:

Not applicable.

Item 10.

Certification:

Not applicable.

CUSIP No. 73739W 10 4

13G

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 14, 2022

Menlo Ventures XI, L.P.
By:	MV Management XI, L.L.C.
Its:	General Partner

By:	/s/ Venky Ganesan
	Venky Ganesan
	Managing Member

MMEF XI, L.P.
By:	MV Management XI, L.L.C.
Its:	General Partner

By:	/s/ Venky Ganesan
	Venky Ganesan
	Managing Member

MV Management XI, L.L.C.
By:	/s/ Venky Ganesan
	Venky Ganesan
	Managing Member

Menlo Special Opportunities Fund, L.P.
By:	MSOP GP, L.L.C.
Its:	General Partner

By:	/s/ Venky Ganesan
	Venky Ganesan
	Managing Member

MMSOP, L.P.
By:	MSOP GP, L.L.C.
Its:	General Partner

By:	/s/ Venky Ganesan
	Venky Ganesan
	Managing Member

MSOP GP, L.L.C.
By:	/s/ Venky Ganesan
	Venky Ganesan
	Managing Member

Exhibit(s):

Exhibit 99.1: Joint Filing Statement

AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of Class A Common Stock of Poshmark, Inc.

Dated: February 14, 2022

Menlo Ventures XI, L.P.
By:	MV Management XI, L.L.C.
Its:	General Partner

By:	/s/ Venky Ganesan
	Venky Ganesan
	Managing Member

MMEF XI, L.P.
By:	MV Management XI, L.L.C.
Its:	General Partner

By:	/s/ Venky Ganesan
	Venky Ganesan
	Managing Member

MV Management XI, L.L.C.
By:	/s/ Venky Ganesan
	Venky Ganesan
	Managing Member

Menlo Special Opportunities Fund, L.P.
By:	MSOP GP, L.L.C.
Its:	General Partner

By:	/s/ Venky Ganesan
	Venky Ganesan
	Managing Member

MMSOP, L.P.
By:	MSOP GP, L.L.C.
Its:	General Partner

By:	/s/ Venky Ganesan
	Venky Ganesan
	Managing Member

MSOP GP, L.L.C.
By:	/s/ Venky Ganesan
	Venky Ganesan
	Managing Member

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Date	Price Target	Rating	Analyst
10/5/2022	$17.00 → $18.00	Overweight → Equal Weight	Barclays
10/4/2022	$14.00 → $17.50	Outperform → Neutral	Wedbush
8/15/2022	$13.00 → $17.00	Equal Weight → Overweight	Barclays
7/28/2022	$11.00	Neutral	MKM Partners
6/30/2022		Outperform → Mkt Perform	Raymond James
6/1/2022		Mkt Outperform → Mkt Perform	JMP Securities
4/25/2022	$14.00	Neutral	Goldman
4/1/2022	$19.00 → $15.00	Buy → Hold	Stifel

SEC Form SC 13G filed by Poshmark Inc.

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