Sec Form 13G Filing - Highland Management Partners VIII Limited Partnership filing for RENT THE RUNWAY INC (RENT) - 2024-02-09

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 disclosures provided in a prior cover page.

 NAMES OF REPORTING PERSONS

 Highland Management Partners VIII Limited

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

 (a) ☐  (b) ☒

 SEC USE ONLY

 CITIZENSHIP OR PLACE OF ORGANIZATION

 Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 SOLE VOTING POWER

 0

 SHARED VOTING POWER

 4,256,415 (1)

 SOLE DISPOSITIVE POWER

 0

 SHARED DISPOSITIVE POWER

 4,256,415 (1)

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 4,256,415 (1)

 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 6.3% (2)

 TYPE OF REPORTING PERSON (see instructions)

 CO

These shares are held of record by Highland VIII, Highland VIII-B and Highland VIII-C (each as defined in Item 2(a) of the Original Schedule 13G (as defined below)). HMP VIII Ltd (as defined in Item 2(a) of the Original Schedule 13G) is the sole general partner of HMP VIII LP (as defined in Item 2(a) of the Original Schedule 13G), which is the sole general partner of each of Highland VIII, Highland VIII-B and Highland VIII-C. Each of HMP VIII Ltd and HMP VIII LP may be deemed to have voting, investment and dispositive power with respect to these securities. Robert Davis, Daniel Nova (a member of the Issuer’s board of directors), Paul Maeder and Corey Mulloy are the directors of HMP VIII Ltd and may be deemed to share voting, investment and dispositive power with respect to these securities.

This percentage is calculated based on 67,223,096 shares of Class A Common Stock outstanding as of November 30, 2023, as reported by the Issuer in its Form 10-Q for the quarter ended October 31, 2023, filed with the United States Securities and Exchange Commission on December 6, 2023 (the “Form 10-Q”).

 NAMES OF REPORTING PERSONS

 Highland Management Partners VIII Limited Partnership

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

 (a) ☐  (b) ☒

 SEC USE ONLY

 CITIZENSHIP OR PLACE OF ORGANIZATION

 Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 SOLE VOTING POWER

 0

 SHARED VOTING POWER

 4,256,415 (1)

 SOLE DISPOSITIVE POWER

 0

 SHARED DISPOSITIVE POWER

 4,256,415 (1)

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 4,256,415 (1)

 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 6.3% (2)

 TYPE OF REPORTING PERSON (see instructions)

 PN

These shares are held of record by Highland VIII, Highland VIII-B and Highland VIII-C. HMP VIII Ltd is the sole general partner of HMP VIII LP, which is the sole general partner of each of Highland VIII, Highland V III-B and Highland VIII-C. Each of HMP VIII Ltd and HMP VIII LP may be deemed to have voting, investment and dispositive power with respect to these securities. Robert Davis, Daniel Nova (a member of the Issuer’s board of directors), Paul Maeder and Corey Mulloy are the directors of HMP VIII Ltd and may be deemed to share voting, investment and dispositive power with respect to these securities.

This percentage is calculated based on 67,223,096 shares of Class A Common Stock outstanding as of November 30, 2023, as reported in the Form 10-Q.

 NAMES OF REPORTING PERSONS

 Highland Capital Partners VIII Limited Partnership

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

 (a) ☐  (b) ☒

 SEC USE ONLY

 CITIZENSHIP OR PLACE OF ORGANIZATION

 Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 SOLE VOTING POWER

 0

 SHARED VOTING POWER

 3,088,560 (1)

 SOLE DISPOSITIVE POWER

 0

 SHARED DISPOSITIVE POWER

 3,088,560 (1)

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 3,088,560 (1)

 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 4.6% (2)

 TYPE OF REPORTING PERSON (see instructions)

 PN

These shares are held of record by Highland VIII. HMP VIII Ltd is the sole general partner of HMP VIII LP, which is the general partner of Highland VIII. Each of HMP VIII Ltd and HMP VIII LP may be deemed to have voting, investment and dispositive power with respect to these securities. Robert Davis, Daniel Nova (a member of the Issuer’s board of directors), Paul Maeder and Corey Mulloy are the directors of HMP VIII Ltd and may be deemed to share voting, investment and dispositive power with respect to these securities.

This percentage is calculated based on 67,223,096 shares of Class A Common Stock outstanding as of November 30, 2023, as reported in the Form 10-Q.

 NAMES OF REPORTING PERSONS

 Highland Capital Partners VIII-B Limited Partnership

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

 (a) ☐  (b) ☒

 SEC USE ONLY

 CITIZENSHIP OR PLACE OF ORGANIZATION

 Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 SOLE VOTING POWER

 0

 SHARED VOTING POWER

 47,885 (1)

 SOLE DISPOSITIVE POWER

 0

 SHARED DISPOSITIVE POWER

 47,885 (1)

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 47,885 (1)

 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 0.1% (2)

 TYPE OF REPORTING PERSON (see instructions)

 PN

These shares are held of record by Highland VIII-B. HMP VIII Ltd is the sole general partner of HMP VIII LP, which is the general partner of Highland VIII-B. Each of HMP VIII Ltd and HMP VIII LP may be deemed to have voting, investment and dispositive power with respect to these securities. Robert Davis, Daniel Nova (a member of the Issuer’s board of directors), Paul Maeder and Corey Mulloy are the directors of HMP VIII Ltd and may be deemed to share voting, investment and dispositive power with respect to these securities.

This percentage is calculated based on 67,223,096 shares of Class A Common Stock outstanding as of November 30, 2023, as reported in the Form 10-Q.

 NAMES OF REPORTING PERSONS

 Highland Capital Partners VIII-C Limited Partnership

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

 (a) ☐  (b) ☒

 SEC USE ONLY

 CITIZENSHIP OR PLACE OF ORGANIZATION

 Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 SOLE VOTING POWER

 0

 SHARED VOTING POWER

 1,119,970 (1)

 SOLE DISPOSITIVE POWER

 0

 SHARED DISPOSITIVE POWER

 1,119,970 (1)

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 1,119,970 (1)

 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 1.7% (2)

 TYPE OF REPORTING PERSON (see instructions)

 PN

These shares are held of record by Highland VIII-C. HMP VIII Ltd is the sole general partner of HMP VIII LP, which is the general partner of Highland VIII-C. Each of HMP VIII Ltd and HMP VIII LP may be deemed to have voting, investment and dispositive power with respect to these securities. Robert Davis, Daniel Nova (a member of the Issuer’s board of directors), Paul Maeder and Corey Mulloy are the directors of HMP VIII Ltd and may be deemed to share voting, investment and dispositive power with respect to these securities.

This percentage is calculated based on 67,223,096 shares of Class A Common Stock outstanding as of November 30, 2023, as reported in the Form 10-Q.

 NAMES OF REPORTING PERSONS

 Highland Leaders Fund I GP, LLC

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

 (a) ☐  (b) ☒

 SEC USE ONLY

 CITIZENSHIP OR PLACE OF ORGANIZATION

 Delaware

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 SOLE VOTING POWER

 0

 SHARED VOTING POWER

 847,978 (1)

 SOLE DISPOSITIVE POWER

 0

 SHARED DISPOSITIVE POWER

 847,978 (1)

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 847,978 (1)

 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 1.3% (2)

 TYPE OF REPORTING PERSON (see instructions)

 OO

These shares are held of record by HLF I (as defined in Item 2(a) of the Original Schedule 13G). HLF I GP LLC (as defined in Item 2(a) of the Original Schedule 13G) is the sole general partner of HLF I GP LP (as defined in Item 2(a) of the Original Schedule 13G), which is the sole general partner of HLF I. Each of HLF I GP LLC and HLF I GP LP may be deemed to have voting, investment and dispositive power with respect to these securities. Robert Davis, Daniel Nova (a member of the Issuer’s board of directors), Paul Maeder, Corey Mulloy and Craig Driscoll are the managing members of HLF I GP LLC and may be deemed to share voting, investment and dispositive power with respect to these securities.

This percentage is calculated based on 67,223,096 shares of Class A Common Stock outstanding as of November 30, 2023, as reported in the Form 10-Q.

 NAMES OF REPORTING PERSONS

 Highland Leaders Fund I GP, L.P.

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

 (a) ☐  (b) ☒

 SEC USE ONLY

 CITIZENSHIP OR PLACE OF ORGANIZATION

 Delaware

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 SOLE VOTING POWER

 0

 SHARED VOTING POWER

 847,978 (1)

 SOLE DISPOSITIVE POWER

 0

 SHARED DISPOSITIVE POWER

 847,978 (1)

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 847,978 (1)

 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 1.3% (2)

 TYPE OF REPORTING PERSON (see instructions)

 PN

These shares are held of record by HLF I. HLF I GP LLC is the sole general of HLF I GP LP, which is the sole general partner of HLF I. Each of HLF I GP LLC and HLF I GP LP may be deemed to have voting, investment and dispositive power with respect to these securities. Robert Davis, Daniel Nova (a member of the Issuer’s board of directors), Paul Maeder, Corey Mulloy and Craig Driscoll are the managing members of HLF I GP LLC and may be deemed to share voting, investment and dispositive power with respect to these securities.

This percentage is calculated based on 67,223,096 shares of Class A Common Stock outstanding as of November 30, 2023, as reported in the Form 10-Q.

 NAMES OF REPORTING PERSONS

 Highland Leaders Fund I, L.P.

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

 (a) ☐  (b) ☒

 SEC USE ONLY

 CITIZENSHIP OR PLACE OF ORGANIZATION

 Delaware

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 SOLE VOTING POWER

 0

 SHARED VOTING POWER

 847,978 (1)

 SOLE DISPOSITIVE POWER

 0

 SHARED DISPOSITIVE POWER

 847,978 (1)

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 847,978 (1)

 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 1.3% (2)

 TYPE OF REPORTING PERSON (see instructions)

 PN

These shares are held of record by HLF I. HLF I GP LLC is the sole general partner of HLF I GP LP, which is the sole general partner of HLF I. Each of HLF I GP LLC and HLF I GP LP may be deemed to have voting, investment and dispositive power with respect to these securities. Robert Davis, Daniel Nova (a member of the Issuer’s board of directors), Paul Maeder, Corey Mulloy and Craig Driscoll are the managing members of HLF I GP LLC and may be deemed to share voting, investment and dispositive power with respect to these securities.

This percentage is calculated based on 67,223,096 shares of Class A Common Stock outstanding as of November 30, 2023, as reported in the Form 10-Q.

 NAMES OF REPORTING PERSONS

 Daniel Nova

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

 (a) ☐  (b) ☒

 SEC USE ONLY

 CITIZENSHIP OR PLACE OF ORGANIZATION

 United States of America

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 SOLE VOTING POWER

 14,758 (1)

 SHARED VOTING POWER

 5,119,151 (2)

 SOLE DISPOSITIVE POWER

 14,758 (1)

 SHARED DISPOSITIVE POWER

 5,119,151 (2)

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 5,119,151 (1)(2)

 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 7.6% (3)

 TYPE OF REPORTING PERSON (see instructions)

 IN

Represents 14,758 shares held of record by Mr. Nova, all of which are shares of Class A Common Stock.

Includes all shares held of record by Highland VIII, Highland VIII-B, Highland VIII-C and HLF I. Mr.  ;Nova, a member of the Issuer’s board of directors, is a director of HMP VIII Ltd and a managing member of HLF I GP LLC and may be deemed to share voting, investment and dispositive power with respect to these securities.

This percentage is calculated based on 67,223,096 shares of Class A Common Stock outstanding as of November 30, 2023, as reported in the Form 10-Q.

Amount beneficially owned:

Percent of class:

Number of shares as to which the person has:

Sole power to vote or to direct the vote

Shared power to vote or to direct the vote

Sole power to dispose or to direct the disposition of

Shared power to dispose or to direct the disposition of

Except to the extent of his, her or its pecuniary interest therein, each Reporting Person disclaims beneficial ownership of such shares of Class A Common Stock, except for the shares, if any, such Reporting Person holds of record.