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* Agrawal Kapil (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) 08/13/2021	3. Issuer Name and Ticker or Trading Symbol Poshmark, Inc. [ POSH ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Interim CFO	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)
Class A Common Stock	68,577	D
Class A Common Stock(1)	2,398	D
Class A Common Stock(1)	14,505	D

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
Restricted Stock Units	(2)	10/19/2023	Class B Common Stock(3)	42,188	$0	D
Stock Option (Right to Buy)	(4)	01/14/2029	Class B Common Stock(3)	10,000	$10.77	D

Explanation of Responses:

1. Each share is represented by a restricted stock unit (RSU). Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement. 1/16th of the RSUs will vest on September 1, 2021, and each three months thereafter through June 1, 2025, subject to the Reporting Person's continued service through the applicable vesting date.

2. The RSUs are subject to time- and performance-based vesting. The units will vest in 9 quarterly installments from October 1, 2021 until fully vested, subject to the Reporting Person's continued service to the Issuer through each such vesting date. The performance-based vesting condition was satisfied upon the Issuer's initial public offering (as defined in the Issuer's 2011 Stock Option and Grant Plan).

3. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder and has no expiration date.

4. 1/4th of the shares subject to the option vested and became exercisable on February 1, 2020 and the balance vests and becomes exercisable in 36 equal monthly installments thereafter.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Evan Ferl, Attorney-in-Fact	08/20/2021
	** 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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