Sec Form 3 Filing - Rau Andrew @ Rent the Runway, Inc. - 2023-01-16

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Rau Andrew 2. Issuer Name and Ticker or Trading Symbol Rent the Runway, Inc. [ RENT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) SVP, Supply Chain & Inventory (Last) (First) (Middle) C/O RENT THE RUNWAY, INC. 3. Date of Earliest Transaction (MM/DD/YY) 01/16/2023 (Street) BROOKLYN, NY11201 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Class A Common Stock 69,412( 1 ) D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Stock Option (Right to Buy) $ 21 ( 2 ) 10/25/2031 Class A Common Stock 24,423 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Rau Andrew C/O RENT THE RUNWAY, INC. BROOKLYN, NY11201 SVP, Supply Chain & Inventory Signatures /s/ Cara Schembri as Attorney in-fact for Andrew Rau 01/23/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 57,111 restricted stock units ("RSUs"). 9,159 RSUs will vest in 12 approximately equal installments on each quarterly anniversary of October 28, 2022, 27,952 RSUs will vest in 5 approximately equal installments on each three month anniversary of December 1, 2022, and an award of 20,000 RSUs will vest as to 10,000 RSUs on March 15, 2023 and the remainder in two approximately equal installments on each three month anniversary of March 15, 2023, in each case subject to the Reporting Person's continued employment with the Issuer. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock. ( 2 )The option has vested or will vest and become exercisable as to 25% of the underlying shares on the first anniversary of October 26, 2021 and the remainder in 36 monthly installments thereafter, subject to the Reporting Person's continued employment with the Issuer.

Remarks: Exhibit List: Exhibit 24 - Power of Attorney

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).

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