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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(AMENDMENT NO )*
The RealReal, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
88339P101
(CUSIP Number)
December 31, 2019
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule13d-1(b)
☐ Rule13d-1(c)
☒ Rule13d-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).
Page 1 of 10 Pages
| Cusip No. 88339P101 | 13G | Page 2 of 10 Pages |
| 1 | NAME OF REPORTING PERSONS
InterWest Partners X, LP (“IWP X”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
California | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY REPORTING PERSON WITH | 5 | SOLE VOTING POWER
6,704,080 | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
6,704,080 | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,704,080 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.8% (1) | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| (1) | Based upon 85,791,236 shares of the Issuer’s Common Stock outstanding as of October 31, 2019, as reported in the Issuer’s Form10-Q filed with the Securities and Exchange Commission (the “SEC”) on November 5, 2019. |
Page 2 of 10 Pages
| Cusip No. 88339P101 | 13G | Page 3 of 10 Pages |
| 1 | NAME OF REPORTING PERSONS
InterWest Management Partners X, LLC (the General Partner of InterWest Partners X, LP) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
California | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY REPORTING PERSON WITH | 5 | SOLE VOTING POWER
6,704,080 | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
6,704,080 | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,704,080 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.8% (1) | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
| (1) | Based upon 85,791,236 shares of the Issuer’s Common Stock outstanding as of October 31, 2019, as reported in the Issuer’s Form10-Q filed with the Securities and Exchange Commission (the “SEC”) on November 5, 2019. |
Page 3 of 10 Pages
| Cusip No. 88339P101 | 13G | Page 4 of 10 Pages |
| 1 | NAME OF REPORTING PERSONS
Keval Desai (a Venture Member of InterWest Management Partners X, LLC) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY REPORTING PERSON WITH | 5 | SOLE VOTING POWER
4,000 | ||||
| 6 | SHARED VOTING POWER
6,704,080 | |||||
| 7 | SOLE DISPOSITIVE POWER
4,000 | |||||
| 8 | SHARED DISPOSITIVE POWER
6,704,080 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,708,080 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.8% | |||||
| 12 | TYPE OF REPORTING PERSON
IN | |||||
Neither the filing of this statement on Schedule 13G nor any of its contents shall be deemed to constitute an admission by Keval Desai that he is the beneficial owner of any of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose.
Page 4 of 10 Pages
| Cusip No. 88339P101 | 13G | Page 5 of 10 Pages |
| 1 | NAME OF REPORTING PERSONS
Gilbert H. Kliman (a Managing Director of InterWest Management Partners X, LLC) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
6,704,080 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
6,704,080 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,704,080 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.8% | |||||
| 12 | TYPE OF REPORTING PERSON
IN | |||||
Neither the filing of this statement on Schedule 13G nor any of its contents shall be deemed to constitute an admission by Gilbert H. Kliman that he is the beneficial owner of any of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose.
Page 5 of 10 Pages
| Cusip No. 88339P101 | 13G | Page 6 of 10 Pages |
| 1 | NAME OF REPORTING PERSONS
Khaled A. Nasr (a Venture Member of InterWest Management Partners X, LLC) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
6,704,080 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
6,704,080 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,704,080 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.8% | |||||
| 12 | TYPE OF REPORTING PERSON
IN | |||||
Neither the filing of this statement on Schedule 13G nor any of its contents shall be deemed to constitute an admission by Khaled A. Nasr that he is the beneficial owner of any of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose.
Page 6 of 10 Pages
| Cusip No. 88339P101 | 13G | Page 7 of 10 Pages |
| 1 | NAME OF REPORTING PERSONS
Arnold L. Oronsky (a Managing Director of InterWest Management Partners X, LLC) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
6,704,080 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
6,704,080 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,704,080 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.8% | |||||
| 12 | TYPE OF REPORTING PERSON
IN | |||||
Neither the filing of this statement on Schedule 13G nor any of its contents shall be deemed to constitute an admission by Arnold L. Oronsky that he is the beneficial owner of any of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose.
Page 7 of 10 Pages
| Cusip No. 88339P101 | 13G | Page 8 of 10 Pages |
ITEM 1.
| (a) | NAME OF ISSUER:The RealReal, Inc. |
| (b) | ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICE: |
55 Francisco Street Suite 600, San Francisco, CA
ITEM 2.
| (a) | NAME OF PERSON(S) FILING: |
InterWest Partners X, LP (“IWP X”)
InterWest Management Partners X, LLC (“IMP X”)
Keval Desai (“Desai”)
Gilbert H. Kliman (“Kliman”)
Khaled A. Nasr (“Nasr”)
Arnold L. Oronsky (“Oronsky”)
| (b) | ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: |
2710 Sand Hill Road, Suite 200, Menlo Park, CA 94025
| (c) | CITIZENSHIP/PLACE OF ORGANIZATION: |
| IWP X: | California | |
| IMP X: | California | |
| Desai: | United States | |
| Kliman: | United States | |
| Nasr: | United States | |
| Oronsky: | United States |
| (d) | TITLE OF CLASS OF SECURITIES: Common Stock |
| (e) | CUSIP NUMBER: 88339P101 |
ITEM 3. NOT APPLICABLE.
Page 8 of 10 Pages
| Cusip No. 88339P101 | 13G | Page 9 of 10 Pages |
ITEM 4. OWNERSHIP.
| IWP X | IMP X (1) | Desai (2) | ||||||||||
Beneficial Ownership | 6,704,080 | 6,704,080 | 6,708,080 | |||||||||
Percentage of Class | 7.8 | % (3) | 7.8 | % (3) | 7.8 | % (3) | ||||||
Sole Voting Power | 6,704,080 | 6,704,080 | 4,000 | |||||||||
Shared Voting Power | 0 | 0 | 6,704,080 | |||||||||
Sole Dispositive Power | 6,704,080 | 6,704,080 | 4,000 | |||||||||
Shared Dispositive Power | 0 | 0 | 6,704,080 | |||||||||
| Kliman (2) | Nasr (2) | Oronsky (2) | ||||||||||
Beneficial Ownership | 6,704,080 | 6,704,080 | 6,704,080 | |||||||||
Percentage of Class | 7.8 | % (3) | 7.8 | % (3) | 7.8 | % (3) | ||||||
Sole Voting Power | 0 | 0 | 0 | |||||||||
Shared Voting Power | 6,704,080 | 6,704,080 | 6,704,080 | |||||||||
Sole Dispositive Power | 0 | 0 | 0 | |||||||||
Shared Dispositive Power | 6,704,080 | 6,704,080 | 6,704,080 | |||||||||
| (1) | IMP X is the general partner of IWP X. |
| (2) | Kliman and Oronsky are Managing Directors of IMP X. Desai and Nasr are Venture Members of IMP X. The Managing Directors and Venture Members of IMP X share voting and investment control over shares held by IWP X. |
| (3) | Based upon 85,791,236 shares of the Issuer’s Common Stock outstanding as of October 31, 2019, as reported in the Issuer’s Form10-Q filed with the Securities and Exchange Commission (the “SEC”) on November 5, 2019. |
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Under certain circumstances set forth in the limited liability company operating agreement of IMP X, the members of such limited liability company have the right to receive dividends from, or the proceeds from the sale of, the common stock of Issuer beneficially owned by such limited liability company.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
No reporting person is a member of a group as defined in section240.13d-1(b)(1)(iii)(H) of the Act.
ITEM 9. NOTICE OF DISSOLUTION OF THE GROUP.
Not applicable.
Page 9 of 10 Pages
| Cusip No. 88339P101 | 13G | Page 10 of 10 Pages |
ITEM 10. CERTIFICATION.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.
EXHIBITS
Joint Filing Statement attached as Exhibit A.
SIGNATURE
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: February 14, 2020
INTERWEST PARTNERS X, LP
| By: | InterWest Management Partners X, LLC, its General Partner | |
| By: | /s/ Gilbert H. Kliman by Karen A. Wilson, Power of Attorney | |
| Managing Director | ||
| INTERWEST MANAGEMENT PARTNERS X, LLC | ||
| By: | /s/ Gilbert H. Kliman by Karen A. Wilson, Power of Attorney | |
| Managing Director | ||
| By: | /s/ Keval Desai by Karen A. Wilson, Power of Attorney | |
| Name: | Keval Desai | |
| By: | /s/ Gilbert H. Kliman by Karen A. Wilson, Power of Attorney | |
| Name: | Gilbert H. Kliman | |
| By: | /s/ Khaled A. Nasr | |
| Name: | Khaled A. Nasr | |
| By: | /s/ Arnold L. Oronsky | |
| Name: | Arnold L. Oronsky | |
Page 10 of 10 Pages
