Form SC 13D/A - General statement of acquisition of beneficial ownership: [Amend]
March 06 2024 - 7:34PM
Edgar (US Regulatory)
| SECURITIES AND EXCHANGE COMMISSION |
|
| Washington, D.C. 20549 |
|
| |
|
| SCHEDULE 13D/A |
| |
| Under the Securities Exchange Act of 1934 |
| (Amendment No. 2)* |
| |
|
Rent the Runway,
Inc. |
| (Name of Issuer) |
| |
Class A common stock, par value $0.001 per share
|
| (Title of Class of Securities) |
| |
|
76010Y103 |
| (CUSIP Number) |
| |
|
Eleazer Klein, Esq.
Adriana Schwartz, Esq.
Schulte Roth & Zabel LLP
919 Third Avenue
New York, NY 10022
(212) 756-2000
|
|
|
| (Name, Address and Telephone Number of Person |
| Authorized to Receive Notices and Communications) |
| |
|
March 6, 2024 |
| (Date of Event Which Requires Filing of This Statement) |
| |
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [ ]
(Page
1 of 5 Pages)
______________________________
*
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.
The
information required on 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. 76010Y103 | SCHEDULE 13D/A | Page 2 of 5 Pages |
| 1 |
NAME
OF REPORTING PERSON
Yisroel
Mordechai Goldstone |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
¨
(b)
¨ |
| 3 |
SEC
USE ONLY |
| 4 |
SOURCE
OF FUNDS
PF |
| 5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
¨ |
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH: |
7 |
SOLE
VOTING POWER
6,721,645 |
| 8 |
SHARED
VOTING POWER
-0- |
| 9 |
SOLE
DISPOSITIVE POWER
6,721,645 |
| 10 |
SHARED
DISPOSITIVE POWER
-0- |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH PERSON
6,721,645 |
| 12 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
¨ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9% |
| 14 |
TYPE
OF REPORTING PERSON
IN |
| |
|
|
|
|
| CUSIP No. 76010Y103 | SCHEDULE 13D/A | Page 3 of 5 Pages |
The
following constitutes Amendment No. 2 to the Schedule 13D (“Amendment No. 2”). This Amendment No. 2 amends the Schedule
13D as specifically set forth herein.
| Item
3. |
SOURCE
AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
| |
|
| |
Item
3 is hereby amended and restated to read as follows: |
| |
|
| |
The
aggregate purchase price of the shares of Class A Common Stock (and options to purchase Class A Common Stock) reported herein was
approximately $4,361,134. Such securities were acquired with personal funds of the Reporting Person. |
| |
|
| |
The
Reporting Person may effect purchases of shares of Class A Common Stock through margin accounts maintained for him with brokers,
which extend margin credit as and when required to open or carry positions in his margin accounts, subject to applicable federal
margin regulations, stock exchange rules and such firms’ credit policies. Positions in shares of Class A Common Stock may be
held in margin accounts and may be pledged as collateral security for the repayment of debit balances in such accounts. Since other
securities may be held in such margin accounts, it may not be possible to determine the amounts, if any, of margin used to purchase
shares of Class A Common Stock. |
| Item
5. |
INTEREST
IN SECURITIES OF THE ISSUER |
| |
|
| |
Items
5(a)-(c) are hereby amended and restated to read as follows: |
| |
|
| (a) |
See
rows (11) and (13) of the cover page to this Schedule 13D/A for the aggregate number of shares of Class A Common Stock and percentage
of the shares of Class A Common Stock beneficially owned by the Reporting Person. The percentage used in this Schedule
13D/A is calculated based upon 67,812,037 shares of Class A Common Stock outstanding as of January 29, 2024, as reported in the Issuer’s
Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission (the “SEC”) on February 9,
2024. |
| |
|
| (b) |
See
rows (7) through (10) of the cover page to this Schedule 13D/A for the number of shares of Class A Common Stock as to which the Reporting
Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition. |
| |
|
| (c) |
The
transactions in the shares of Class A Common Stock since the filing of the Schedule 13D by the Reporting Person, which were all in
the open market, are set forth in Schedule A, and are incorporated herein by reference. |
| CUSIP No. 76010Y103 | SCHEDULE 13D/A | Page 4 of 5 Pages |
SIGNATURES
After
reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Date:
March 6, 2024
| /s/
Yisroel Mordechai Goldstone |
|
| YISROEL
MORDECHAI GOLDSTONE |
|
| CUSIP No. 76010Y103 | SCHEDULE 13D/A | Page 5 of 5 Pages |
SCHEDULE
A
This
Schedule sets forth information with respect to each purchase and sale of shares of Class A Common Stock which were effectuated by the
Reporting Person since the filing of the Schedule 13D. All transactions were effectuated in the open market through a broker and the
price range per share excludes commissions. Where a price range is provided in the column titled “Price Range ($)”, the price
reported in the column titled “Price Per Share ($)” is a weighted average price. These shares of Common Stock were sold or
purchased in multiple transactions at prices between the price ranges indicated in the column titled “Price Range ($)”. The
Reporting Persons will undertake to provide to the staff of the SEC, upon request, full information regarding the number of shares of
Common Stock sold or purchased at each separate price.
| Trade
Date |
Shares
Purchased
(Sold) |
Price
Per Share ($) |
Price
Range
($) |
| 01/24/2024 |
421,645 |
0.6116 |
0.5985
- 0.6248 |
| 02/08/2024 |
200,000 |
0.5530 |
0.5376
- 0.5685 |
| 03/06/2024 |
300,000 |
0.3956 |
0.3664
- 0.4191 |
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