FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Lulu's Fashion Lounge Holdings, Inc. [ LVLU ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/16/2022 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 09/16/2022 | J(1) | 3,262 | A | (1) | 3,262 | D(2) | |||
Common Stock | 09/16/2022 | J(1) | 3,260 | A | (1) | 3,260 | I | Directly held by Institutional Venture Management XVI, LLC(3) | ||
Common Stock | 3,730,160 | I | Directly held by Institutional Venture Partners XV, L.P.(4) | |||||||
Common Stock | 19,843 | I | Directly held by Institutional Venture Partners XV Executive Fund, L.P.(5) | |||||||
Common Stock | 3,749,997 | I | Directly held by Institutional Venture Partners XVI, L.P.(6) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. Represents the receipt of shares from Eric Liaw that Mr. Liaw received pursuant to the Issuer's non-employee director compensation policy. Pursuant to a series of Director Compensation Assignment Agreements, the Mr. Liaw has agreed to assign the beneficial interest in any equity awards granted to him for his service as director of the Issuer to Institutional Venture Management XV, LLC ("IVM XV") and Institutional Venture Management XVI, LLC ("IVM XVI"). |
2. Todd C. Chaffee, Somesh Dash, Norman A. Fogelsong, Stephen J. Harrick, Jules A. Maltz, J. Sanford Miller and Dennis B. Phelps (collectively, the "Managing Directors") and Eric Liaw are the managing directors of IVM XV and may be deemed to share voting and dispositive power over the shares held by IVM XV. Each of the Managing Directors disclaim beneficial ownership of the shares held by IVM XV except to the extent of his respective proportionate pecuniary interest therein. Mr. Liaw is a director of the Issuer and files separate Section 16 reports. |
3. The Managing Directors and Eric Liaw are the managing directors of IVM XVI and may be deemed to share voting and dispositive power over the shares held by IVM XVI. Each of the Managing Directors disclaims beneficial ownership of these securities, except to the extent of his respective proportionate pecuniary interest therein. Mr. Liaw is a director of the Issuer and files separate Section 16 reports. |
4. IVM XV is the general partner of Institutional Venture Partners XV, L.P. ("IVP XV"). The Managing Directors and Eric Liaw are the managing directors of IVM XV and may be deemed to share voting and dispositive power over the shares held by IVP XV. Each of the Managing Directors disclaims beneficial ownership of the shares held by IVP XV except to the extent of his pecuniary interest therein. Mr. Liaw is a director of the Issuer and files separate Section 16 reports. |
5. IVM XV is the general partner of Institutional Venture Partners XV Executive Fund, L.P. ("IVP XV EF"). The Managing Directors and Eric Liaw are the managing directors of IVM XV and may be deemed to share voting and dispositive power over the shares held by IVP XV EF. Each of the Managing Directors disclaims beneficial ownership of the shares held by IVP XV EF except to the extent of his pecuniary interest therein. Mr. Liaw is a director of the Issuer and files separate Section 16 reports. |
6. IVM XVI is the general partner of Institutional Venture Partners XVI, L.P. ("IVP XVI"). The Managing Directors and Eric Liaw are the managing directors of IVM XVI and may be deemed to share voting and dispositive power over the shares held by IVP XVI. Each of the Managing Directors disclaims beneficial ownership of the shares held by IVP XVI except to the extent of his pecuniary interest therein. Mr. Liaw is a director of the Issuer and files separate Section 16 reports. |
Remarks: |
Institutional Venture Management XV, LLC, By: /s/Tracy Hogan, Attorney-In-Fact | 09/20/2022 | |
Institutional Venture Management XVI, LLC, By: /s/Tracy Hogan, Attorney-In-Fact | 09/20/2022 | |
/s/ Tracy Hogan, Attorney-In-Fact Todd C. Chaffee | 09/20/2022 | |
/s/ Tracy Hogan, Attorney-In-Fact Somesh Dash | 09/20/2022 | |
/s/ Tracy Hogan, Attorney-In-Fact Norman A. Fogelsong | 09/20/2022 | |
/s/ Tracy Hogan, Attorney-In-Fact Stephen J. Harrick | 09/20/2022 | |
/s/ Tracy Hogan, Attorney-In-Fact Jules A. Maltz | 09/20/2022 | |
/s/ Tracy Hogan, Attorney-In-Fact Sanford J. Miller | 09/20/2022 | |
/s/ Tracy Hogan, Attorney-In-Fact Dennis B. Phelps | 09/20/2022 | |
** 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 4 (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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |