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* MING JENNY J (Last) (First) (Middle) C/O POSHMARK, INC. 203 REDWOOD SHORES PARKWAY (Street) REDWOOD CITY CA 94065 (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) X Director 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) X Form filed by One Reporting Person 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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	(1)	06/03/2029	Common Stock(2)	41,339	$14.8	D
Restricted Stock Units(3)	(3)	06/03/2026	Common Stock(2)	17,736	$0.00	D

Explanation of Responses:

1. 1/3rd of the shares subject to the option vested and became exercisable on June 4, 2020 and the remainder vests in eight quarterly installments thereafter, subject to the Reporting Person's continued board service to the Issuer through each such vesting 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. Restricted stock units are convertible into shares of Common Stock on a 1-for-1 basis. The units are subject to time- and performance-based vesting. The units shall satisfy the time-based vesting as to 33% of the units on June 4, 2020 and as to the remainder in eight quarterly installments thereafter, subject to the Reporting Person's continued board service to the Issuer through each such vesting date. The units shall only satisfy the performance-based vesting on the first to occur of (i) a sale event (as defined in the Issuer's 2011 Stock Option and Grant Plan (the "Plan")) or (ii) the Issuer's initial public offering (as defined in the Plan), in either case, prior to the expiration date of the grant.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Evan Ferl, Attorney-in-Fact	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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