Amended Statement of Ownership (sc 13g/a)
February 14 2023 - 6:20AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(RULE 13d - 102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2
(Amendment No. 2)*
Rent
the Runway, Inc.
(Name of Issuer)
Class A Common Stock, $0.001 par value per share
(Title of Class of Securities)
76010Y103
CUSIP Number)
December 31, 2022
(Date of Event which Requires Filing of this Statement)
Check the appropriate
box to designate the rule pursuant to which this Schedule is filed:
x Rule
13d-1(b)
¨ Rule
13d-1(c)
¨ 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 disclosures provided in a prior cover page.
The information
required on 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 5 Pages)
CUSIP No. 76010Y103
1 |
NAME OF REPORTING PERSON
Gilder, Gagnon, Howe & Co. LLC |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
¨ |
3 |
SEC USE ONLY
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
New York |
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
¨ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0% |
12 |
TYPE OF REPORTING PERSON
BD |
| ITEM 1(a). | Name
of Issuer: |
Rent the Runway, Inc.
| Item 1(b). | Address
of Issuer's Principal Executive Offices: |
163 Varick St, 4th Floor
New York, NY 10013
| Item 2(a). | Name
of Persons Filing: |
Gilder,
Gagnon, Howe & Co. LLC
| Item 2(b). | Address
of Principal Business Office or, if None, Residence: |
475
10th Avenue
New
York, NY 10018
New
York
| Item 2(d). | Title
of Class of Securities |
Class
A Common Stock.
76010Y103
ITEM 3. |
IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: |
(a) |
x |
Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o). |
(b) |
o |
Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c). |
(c) |
o |
Insurance company defined in Section 3(a)(19) of the Act (15 U.S.C. 78c). |
(d) |
o |
Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C 80a–8). |
(e) |
o |
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E). |
(f) |
o |
An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F). |
(g) |
o |
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G). |
(h) |
o |
A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act (12 U.S.C. 1813). |
(i) |
o |
A church plan that is excluded from the definition
of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a–3); |
(j) |
o |
A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J) |
(k) |
o |
Group, in accordance with Rule 13d-1(b)(1)(ii)(K). |
Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| (a) | Amount
beneficially owned: 0 |
| (c) | Number
of Shares as to which such person has: |
| (i) | Sole
power to vote or direct the vote: 0 |
| (ii) | Shared
power to vote or direct the vote: 0 |
| (iii) | Sole
power to dispose or direct the disposition: 0 |
| (iv) | Shared
power to dispose or direct the disposition: 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 Persons have ceased to be the beneficial owner
of more than five 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. |
Not
applicable.
| Item
8. | Identification
and Classification of Members of the Group. |
Not
applicable.
| Item
9. | Notice
of Dissolution of Group. |
Not
applicable.
By
signing below the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were acquired
and are held in the ordinary course of business and 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.
SIGNATURES
After
reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Dated: February
14, 2023
|
GILDER, GAGNON, HOWE & CO. LLC |
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By: |
/s/ Laura Esposito |
|
|
Name: Laura Esposito |
|
|
Title: Chief Compliance Officer |
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