Filing Details
- Accession Number:
- 0001193125-22-034400
- Form Type:
- 13G Filing
- Publication Date:
- 2022-02-09 19:00:00
- Filed By:
- Mayfield Xiii, A Cayman Islands Exempted Limited Partnership
- Company:
- Poshmark Inc.
- Filing Date:
- 2022-02-10
- SEC Url:
- 13G Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Mayfield XIII, a Cayman Islands Exempted Limited Partnership | 0 | 15,748,793 | 0 | 15,748,793 | 15,748,793 | 25.0% |
| Mayfield XIII Management (EGP) | 0 | 15,748,793 | 0 | 15,748,793 | 15,748,793 | 25.0% |
| Mayfield XIII Management (UGP), Ltd., a Cayman Islands Exempted Company | 0 | 15,748,793 | 0 | 15,748,793 | 15,748,793 | 25.0% |
| Mayfield Select, a Cayman Islands Exempted Limited Partnership | 0 | 1,504,854 | 0 | 1,504,854 | 1,504,854 | 3.1% |
| Mayfield Select Management (EGP) | 0 | 1,504,854 | 0 | 1,504,854 | 1,504,854 | 3.1% |
| Mayfield Select Management (UGP), Ltd., a Cayman Islands Exempted Company | 0 | 1,504,854 | 0 | 1,504,854 | 1,504,854 | 3.1% |
Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant
to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed
Pursuant to § 240.13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
Poshmark, Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
73739W104
(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 persons 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. 73739W104 | Schedule 13G | Page 2 of 13 |
| 1 | Names of Reporting Persons
Mayfield XIII, a Cayman Islands Exempted Limited Partnership | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Cayman Islands | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
15,748,793 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
15,748,793 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
15,748,793 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
25.0% | |||||
| 12 | Type of Reporting Person
PN | |||||
| CUSIP No. 73739W104 | Schedule 13G | Page 3 of 13 |
| 1 | Names of Reporting Persons
Mayfield XIII Management (EGP), L.P., a Cayman Islands Exempted Limited Partnership | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Cayman Islands | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
15,748,793 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
15,748,793 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
15,748,793 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
25.0% | |||||
| 12 | Type of Reporting Person
PN | |||||
| CUSIP No. 73739W104 | Schedule 13G | Page 4 of 13 |
| 1 | Names of Reporting Persons
Mayfield XIII Management (UGP), Ltd., a Cayman Islands Exempted Company | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Cayman Islands | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
15,748,793 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
15,748,793 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
15,748,793 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
25.0% | |||||
| 12 | Type of Reporting Person
CO | |||||
| CUSIP No. 73739W104 | Schedule 13G | Page 5 of 13 |
| 1 | Names of Reporting Persons
Mayfield Select, a Cayman Islands Exempted Limited Partnership | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Cayman Islands | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
1,504,854 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
1,504,854 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,504,854 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
3.1% | |||||
| 12 | Type of Reporting Person
PN | |||||
| CUSIP No. 73739W104 | Schedule 13G | Page 6 of 13 |
| 1 | Names of Reporting Persons
Mayfield Select Management (EGP), L.P., a Cayman Islands Exempted Limited Partnership | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Cayman Islands | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
1,504,854 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
1,504,854 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,504,854 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
3.1% | |||||
| 12 | Type of Reporting Person
PN | |||||
| CUSIP No. 73739W104 | Schedule 13G | Page 7 of 13 |
| 1 | Names of Reporting Persons
Mayfield Select Management (UGP), Ltd., a Cayman Islands Exempted Company | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Cayman Islands | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
1,504,854 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
1,504,854 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,504,854 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
3.1% | |||||
| 12 | Type of Reporting Person
CO | |||||
| CUSIP No. 73739W104 | Schedule 13G | Page 8 of 13 |
| ITEM 1. | (a) Name of Issuer: |
Poshmark, Inc. (the Issuer).
(b) Address of Issuers Principal Executive Offices:
203 Redwood Shores Parkway, 8th Floor, Redwood City, CA 94065
| ITEM 2. | (a) Name of Person Filing: |
Each of the following is hereinafter individually referred to as a Reporting Person and collectively as the Reporting Persons. This statement is filed on behalf of:
| (i) | Mayfield XIII, a Cayman Islands Exempted Limited Partnership (MF XIII), |
| (ii) | Mayfield XIII Management (EGP), L.P., a Cayman Islands Exempted Limited Partnership (MF XIII EGP), |
| (iii) | Mayfield XIII Management (UGP), Ltd., a Cayman Islands Exempted Company (MF XIII UGP), |
| (i) | Mayfield Select, a Cayman Islands Exempted Limited Partnership (MF Select), |
| (ii) | Mayfield Select Management (EGP), L.P., a Cayman Islands Exempted Limited Partnership (MF Select EGP), and |
| (iii) | Mayfield Select Management (UGP), Ltd., a Cayman Islands Exempted Company (MF Select UGP). |
(b) Address or Principal Business Office:
The principal business address of each of the Reporting Persons is 2484 Sand Hill Road, Menlo Park, CA 94025.
(c) Citizenship of each Reporting Person is:
Each of the Reporting Persons is organized under the laws of the Cayman Islands.
(d) Title of Class of Securities:
Class A Common Stock, par value $0.0001 per share (Class A Common Stock).
(e) CUSIP Number:
73739W104
| CUSIP No. 73739W104 | Schedule 13G | Page 9 of 13 |
| ITEM 3. |
Not applicable.
| ITEM 4. | Ownership. |
(a-c)
The ownership information presented below represents beneficial ownership of Class A Common Stock of the Issuer as of December 31, 2021, based upon 47,209,629 shares of Class A Common Stock outstanding as of October 31, 2021, based on the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2021.
| Reporting Person | Amount beneficially owned | Percent of class: | Sole power to vote or to direct the vote: | Shared power to vote or to direct the vote: | Sole of: | Shared power to dispose or to direct the disposition of: | ||||||||||||||||||
| Mayfield XIII, a Cayman Islands Exempted Limited Partnership | 15,748,793 | 25.0 | % | 0 | 15,748,793 | 0 | 15,748,793 | |||||||||||||||||
| Mayfield XIII Management (EGP), L.P., a Cayman Islands Exempted Limited Partnership | 15,748,793 | 25.0 | % | 0 | 15,748,793 | 0 | 15,748,793 | |||||||||||||||||
| Mayfield XIII Management (UGP), Ltd., a Cayman Islands Exempted Company | 15,748,793 | 25.0 | % | 0 | 15,748,793 | 0 | 15,748,793 | |||||||||||||||||
| Mayfield Select, a Cayman Islands Exempted Limited Partnership | 1,504,854 | 3.1 | % | 0 | 1,504,854 | 0 | 1,504,854 | |||||||||||||||||
| Mayfield Select Management (EGP), L.P., a Cayman Islands Exempted Limited Partnership | 1,504,854 | 3.1 | % | 0 | 1,504,854 | 0 | 1,504,854 | |||||||||||||||||
| Mayfield Select Management (UGP), Ltd., a Cayman Islands Exempted Company | 1,504,854 | 3.1 | % | 0 | 1,504,854 | 0 | 1,504,854 | |||||||||||||||||
MF XIII may be deemed to beneficially own 15,748,793 shares of Class A Common Stock issuable upon conversion of 15,748,793 shares of Class B Common Stock. MF XIII UGP is the general partner of MF XIII EGP, which is the general partner of MF XIII. As a result, each of the foregoing entities may be deemed to share beneficial ownership of the securities held of record by MF XIII, but each such entity disclaims any such beneficial ownership.
| CUSIP No. 73739W104 | Schedule 13G | Page 10 of 13 |
MF Select may be deemed to beneficially own 1,504,854 shares of Class A Common Stock issuable upon conversion of 1,504,854 shares of Class B Common Stock. MF Select UGP is the general partner of MF Select EGP, which is the general partner of MF Select. As a result, each of the foregoing entities may be deemed to share beneficial ownership of the securities held of record by MF Select, but each such entity disclaims any such beneficial ownership.
| ITEM 5. | Ownership of Five Percent or Less of a Class. |
Not applicable.
| 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. 73739W104 | Schedule 13G | Page 11 of 13 |
SIGNATURE
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.
Date: February 10, 2022
| Mayfield XIII, a Cayman Islands Exempted Limited Partnership | ||
| By: | Mayfield XIII Management (EGP), L.P., | |
| a Cayman Islands Exempted Limited Partnership, | ||
| its general partner | ||
| By: | Mayfield XIII Management (UGP), Ltd., | |
| a Cayman Islands Exempted Company, | ||
| its general partner | ||
| By: | /s/ Paul Kohli | |
| Name: | Paul Kohli | |
| Title: | Authorized Signatory | |
| Mayfield XIII Management (EGP), L.P., a Cayman Islands Exempted Limited Partnership | ||
| By: | Mayfield XIII Management (UGP), Ltd., | |
| a Cayman Islands Exempted Company, | ||
| its general partner | ||
| By: | /s/ Paul Kohli | |
| Name: | Paul Kohli | |
| Title: | Authorized Signatory | |
| Mayfield XIII Management (UGP), Ltd., a Cayman Islands Exempted Company | ||
| By: | /s/ Paul Kohli | |
| Name: | Paul Kohli | |
| Title: | Authorized Signatory | |
| CUSIP No. 73739W104 | Schedule 13G | Page 12 of 13 |
| Mayfield Select, a Cayman Islands Exempted Limited Partnership | ||
| By: | Mayfield Select Management (EGP), L.P., | |
| a Cayman Islands Exempted Limited Partnership, | ||
| its general partner | ||
| By: | Mayfield Select Management (UGP), Ltd., | |
| a Cayman Islands Exempted Company, | ||
| its general partner | ||
| By: | /s/ Paul Kohli | |
| Name: | Paul Kohli | |
| Title: | Authorized Signatory | |
| Mayfield Select Management (EGP), L.P., a Cayman Islands Exempted Limited Partnership | ||
| By: | Mayfield Select Management (UGP), Ltd., | |
| a Cayman Islands Exempted Company, | ||
| its general partner | ||
| By: | /s/ Paul Kohli | |
| Name: | Paul Kohli | |
| Title: | Authorized Signatory | |
| Mayfield Select Management (UGP), Ltd., a Cayman Islands Exempted Company | ||
| By: | /s/ Paul Kohli | |
| Name: | Paul Kohli | |
| Title: | Authorized Signatory | |
| CUSIP No. 73739W104 | Schedule 13G | Page 13 of 13 |
LIST OF EXHIBITS
| Exhibit No. | Description | |
| 99 | Joint Filing Agreement. | |