SC 13G/A 1 tm2035911-1_sc13ga.htm SC 13G/A

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

The RealReal, Inc.
(Name of Issuer)
     
Common Stock
(Title of Class of Securities)
     
88339P101
(CUSIP Number)
     
November 11, 2020
(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)

 

 

*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 the disclosures provided in a prior cover page.

 

The information required in 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. 88339P101

13G Page 1 of 12 pages

 
1

NAMES OF REPORTING PERSONS

 

Great Hill Investors, LLC

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

 

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Massachusetts

 

 

NUMBER OF

 

SHARES

 

BENEFICIALLY

 

OWNED BY EACH

 

REPORTING

 

PERSON

 

WITH

5

SOLE VOTING POWER

 

0

 

6

SHARED VOTING POWER

 

0

 

7

SOLE DISPOSITIVE POWER

 

0

 

8

SHARED DISPOSITIVE POWER 

 

0

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

10

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

 

Not Applicable

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0%

12

TYPE OF REPORTING PERSON

 

OO (Limited liability company)

 

1

 

 

CUSIP No. 88339P101 13G Page 2 of 12 pages

 

1

NAMES OF REPORTING PERSONS

 

Great Hill Equity Partners V, L.P.

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨

(b) x

 

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

 

NUMBER OF

 

SHARES

 

BENEFICIALLY

 

OWNED BY EACH

 

REPORTING

 

PERSON

 

WITH

5

SOLE VOTING POWER

 

0

 

6

SHARED VOTING POWER

 

0

 

7

SOLE DISPOSITIVE POWER

 

0

 

8

SHARED DISPOSITIVE POWER

 

0

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

10

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

 

Not Applicable

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0%

12

TYPE OF REPORTING PERSON

 

PN

 

2

 

 

CUSIP No. 88339P101 13G Page 3 of 12 pages

 

1

NAMES OF REPORTING PERSONS

 

GHP V, LLC

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

 

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

 

NUMBER OF

 

SHARES

 

BENEFICIALLY

 

OWNED BY EACH

 

REPORTING

 

PERSON

 

WITH

5

SOLE VOTING POWER

 

0

 

6

SHARED VOTING POWER

 

0

 

7

SOLE DISPOSITIVE POWER

 

0

 

8

SHARED DISPOSITIVE POWER

 

0

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

10

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

 

Not Applicable

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0%

12

TYPE OF REPORTING PERSON

 

OO (Limited liability company)

 

3

 

 

CUSIP No. 88339P101 13G Page 4 of 12 pages

 

1

NAMES OF REPORTING PERSONS

 

Great Hill Partners GP V, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

 

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

 

 

NUMBER OF

 

SHARES

 

BENEFICIALLY

 

OWNED BY EACH

 

REPORTING

 

PERSON

 

WITH

5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

0

 

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

10

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

 

Not Applicable

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0%

12

TYPE OF REPORTING PERSON

 

PN

 

4

 

 

CUSIP No. 88339P101 13G Page 5 of 12 pages

 

1

NAMES OF REPORTING PERSONS

 

Christopher S. Gaffney

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

 

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

 

 

 

NUMBER OF

 

SHARES

 

BENEFICIALLY

 

OWNED BY EACH

 

REPORTING

 

PERSON

 

WITH

 

5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

0

 

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

10

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

 

Not Applicable

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0%

12

TYPE OF REPORTING PERSON

 

IN

 

5

 

 

CUSIP No. 88339P101 13G Page 6 of 12 pages

 

1

NAMES OF REPORTING PERSONS

 

John G. Hayes

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

 

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

 

 

 

NUMBER OF

 

SHARES

 

BENEFICIALLY

 

OWNED BY EACH

 

REPORTING

 

PERSON

 

WITH

5

SOLE VOTING POWER

 

0

 

6

SHARED VOTING POWER

 

0

 

7

SOLE DISPOSITIVE POWER

 

0

 

8

SHARED DISPOSITIVE POWER

 

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

10

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

 

Not Applicable

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0%

12

TYPE OF REPORTING PERSON

 

IN

 

6

 

 

CUSIP No. 88339P101 13G Page 7 of 12 pages

 

1

NAMES OF REPORTING PERSONS

 

Michael Andrew Kumin

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

 

 

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

 

NUMBER OF

 

SHARES

 

BENEFICIALLY

 

OWNED BY EACH

 

REPORTING

 

PERSON

 

WITH

5

SOLE VOTING POWER

 

182,404

 

6

SHARED VOTING POWER

 

0

 

7

SOLE DISPOSITIVE POWER

 

182,404

 

8

SHARED DISPOSITIVE POWER

 

0

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

182,404

 

10

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

 

Not Applicable

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0.2%

 

12

TYPE OF REPORTING PERSON

 

IN

 

 

7

 

 

CUSIP No. 88339P101 13G Page 8 of 12 pages

 

1

NAMES OF REPORTING PERSONS

 

Mark D. Taber

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

 

 

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

 

NUMBER OF

 

SHARES

 

BENEFICIALLY

 

OWNED BY EACH

 

REPORTING

 

PERSON

 

WITH

5

SOLE VOTING POWER

 

0

 

6

SHARED VOTING POWER

 

0

 

7

SOLE DISPOSITIVE POWER

 

0

 

8

SHARED DISPOSITIVE POWER

 

0

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

 

10

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

 

Not Applicable

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0%

 

12

TYPE OF REPORTING PERSON

 

IN

 

 

8

 

 

CUSIP No. 88339P101 13G Page 9 of 12 pages

 

1

NAMES OF REPORTING PERSONS

 

Matthew T. Vettel

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

 

 

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

 

NUMBER OF

 

SHARES

 

BENEFICIALLY

 

OWNED BY EACH

 

REPORTING

 

PERSON

 

WITH

5

SOLE VOTING POWER

 

0

 

6

SHARED VOTING POWER

 

0

 

7

SOLE DISPOSITIVE POWER

 

0

 

8

SHARED DISPOSITIVE POWER

 

0

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

 

10

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

 

Not Applicable

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0%

 

12

TYPE OF REPORTING PERSON

 

IN

 

 

9

 

 

CUSIP No. 88339P101 13G Page 10 of 12 pages

 

Item 1.

 

(a)    Name of Issuer: The RealReal, Inc. (the “Issuer”).

 

(b)   Address of the Issuer’s Principal Executive Offices: 55 Francisco Street, Suite 600, San Francisco, CA.

 

Item 2.

 

(a)    Name of Person Filing:

 

Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:

 

Great Hill Equity Partners V, L.P.

Great Hill Investors, LLC

GHP V, LLC

Great Hill Partners GP V, L.P.

Christopher S. Gaffney

John G. Hayes

Mark D. Taber

Matthew T. Vettel

Michael Andrew Kumin

 

(b)   Address of Principal Business Office: The principal business address of each of the Reporting Persons is c/o Great Hill Partners, L.P., 200 Clarendon Street, 29th floor, Boston, MA 02116.

 

(c)   Citizenship:

 

Great Hill Equity Partners V, L.P. Delaware limited partnership
   
Great Hill Investors, LLC Massachusetts limited liability company
   
GHP V, LLC Delaware limited liability company
   
Great Hill Partners GP V, L.P. Delaware limited partnership
   
Christopher S. Gaffney U.S. citizen
   
John G. Hayes U.S. citizen
   
Mark D. Taber U.S. citizen
   
Matthew T. Vettel U.S. citizen
   
Michael Andrew Kumin U.S. citizen

 

(d)  Title and Class of Securities: Common stock, $0.00001 par value (“Common Stock”).

 

(e)   CUSIP Number: 88339P101

 

10

 

 

CUSIP No. 88339P101 13G Page 11 of 12 pages

 

Item 3.      If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

Not applicable.

 

Item 4.      Ownership:

 

(a) – (b)

This amendment to Schedule 13G is being filed on behalf of the Reporting Persons to report that, as of November 11, 2020, the Reporting Persons do not beneficially own any Common Stock, other than Michael Kumin, who may be deemed to beneficially own the shares described in Item 4(c)(i)-(iv) below, or 0.2% of the Common Stock of the Issuer based on 88,577,407 shares of Common Stock outstanding as of November 1, 2020 as reported on the Issuer’s quarterly report on Form 10-Q filed November 10, 2020.

 

(c) Number of shares as to which such person has:
   
  (i) sole power to vote or to direct the vote: 182,404
     
  (ii) shared power to vote or to direct the vote: 0
     
  (iii) sole power to dispose or to direct the disposition of: 182,404
     
  (iv) shared power to dispose or to direct the disposition of: 0

 

Item 5.      Ownership of Five Percent or Less of a Class:

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following x

 

Item 6.      Ownership of More than Five Percent on Behalf of Another Person:

 

Not applicable.

 

Item 7.      Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:

 

Not applicable.

 

Item 8.      Identification and Classification of Members of the Group:

 

Not applicable.

 

Item 9.      Notice of Dissolution of Group:

 

Not applicable.

 

Item 10.    Certification:

 

Not applicable.

 

11

 

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: November 20, 2020

 

  Great Hill Investors, LLC
   
  By: /s/ John S. Dwyer
  Name: John S. Dwyer
  Title: Attorney-in-fact
   
  Great Hill Equity Partners V, L.P.
   
  By: /s/ John S. Dwyer
  Name: John S. Dwyer
  Title: Attorney-in-fact
   
  Great Hill Partners GP V, L.P.
   
  By: /s/ John S. Dwyer
  Name: John S. Dwyer
  Title: Attorney-in-fact
   
  GHP V, LLC
   
  By: /s/ John S. Dwyer
  Name: John S. Dwyer
  Title: Attorney-in-fact
   
  Christopher S. Gaffney
   
  By: /s/ John S. Dwyer
  Name: John S. Dwyer
  Title: Attorney-in-fact
   
  John G. Hayes
   
  By: /s/ John S. Dwyer
  Name: John S. Dwyer
  Title: Attorney-in-fact

 

 

 

 

  Michael ANDREW Kumin
   
  By: /s/ John S. Dwyer
  Name: John S. Dwyer
  Title: Attorney-in-fact
   
  Mark D. Taber
   
  By: /s/ John S. Dwyer
  Name: John S. Dwyer
  Title: Attorney-in-fact
   
  Matthew T. Vettel
   
  By: /s/ John S. Dwyer
  Name: John S. Dwyer
  Title: Attorney-in-fact

 

 

 

 

LIST OF EXHIBITS

 

Exhibit No.   Description
     
99   Joint Filing Agreement (incorporated by reference to the Schedule 13G filed by the Reporting Persons on February 14, 2020).