SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

GGV Capital V L.L.C.

(Last)

(First)

(Middle)

3000 SAND HILL ROAD BUILDING 4,

SUITE 230

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/13/2021

3. Issuer Name and Ticker or Trading Symbol
Poshmark, Inc. [ POSH ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series C-1 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock⁽²⁾	4,656,685	$0.00	I	See Footnote⁽³⁾
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock⁽²⁾	288,012	$0.00	I	See Footnote⁽³⁾
Series C-1 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock⁽²⁾	170,900	$0.00	I	See Footnote⁽⁴⁾
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock⁽²⁾	10,570	$0.00	I	See Footnote⁽⁴⁾

1. Name and Address of Reporting Person^*

GGV Capital V L.L.C.

(Last)

(First)

(Middle)

3000 SAND HILL ROAD BUILDING 4,

SUITE 230

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

GGV Capital V L.P.

(Last)

(First)

(Middle)

3000 SAND HILL ROAD BUILDING 4,

SUITE 230

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

GGV Capital V Entrepreneurs Fund L.P.

(Last)

(First)

(Middle)

3000 SAND HILL ROAD BUILDING 4,

SUITE 230

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Each share of Series C-1 Preferred Stock and Series D Preferred Stock (collectively, the "Preferred Stock") shall automatically convert into one share of the Issuer's Common Stock, par value $0.0001 per share, on a one-for-one basis, immediately prior to the closing of the Issuer's initial public offering. The shares of Preferred Stock have no expiration date.

2. Immediately prior to the completion of the Issuer's initial public offering, each share of Common Stock shall be reclassified into one share of Class B Common Stock.

3. These shares are held by GGV Capital V L.P. GGV Capital V L.L.C. is the general partner of GGV Capital V L.P. and may be deemed to have voting and dispositive power over the shares held by GGV Capital V L.P. GGV Capital V L.L.C. disclaims beneficial ownership of such shares, except to the extent of its proportionate pecuniary interest therein.

4. These shares are held by GGV Capital V Entrepreneurs Fund L.P. GGV Capital V L.L.C. is the general partner of GGV Capital V Entrepreneurs Fund L.P. and may be deemed to have voting and dispositive power over the shares held by GGV Capital V Entrepreneurs Fund L.P. GGV Capital V L.L.C. disclaims beneficial ownership of such shares, except to the extent of its proportionate pecuniary interest therein.

Remarks:

	GGV Capital V L.L.C., By /S/ Hans Tung, managing director	01/13/2021
	GGV Capital V L.P, By GGV Capital V L.L.C., its general partner, By /S/ Hans Tung, managing director	01/13/2021
	GGV Capital V Entrepreneurs Fund L.P., By GGV Capital V L.L.C., its general partner, By /S/ Hans Tung, managing director	01/13/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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