FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person *
O'Sullivan Scarlett
(Last) (First) (Middle)
C/O RENT THE RUNWAY, INC.
10 JAY STREET
(Street)
BROOKLYN NY 11201
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
10/26/2021 		3. Issuer Name and Ticker or Trading Symbol
Rent the Runway, Inc. [ RENT ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Financial Officer
 5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 161,009 (1)
D
 
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy)   (2) 09/27/2025 Common Stock 335,552 5.1 D  
Stock Option (Right to Buy)   (2) 08/21/2027 Common Stock 173,479 7.66 D  
Stock Option (Right to Buy)   (3) 08/16/2029 Common Stock 25,000 7.01 D  
Stock Option (Right to Buy)   (4) 03/24/2031 Common Stock 502,000 6.76 D  
Explanation of Responses:
1. Includes 75,631 restricted stock units ("RSUs"), each of which respresents a contingent right to receive one share of the Issuer's Common Stock. The RSUs vest in 10 substantially equal quarterly installments commencing on November 1, 2021. The RSUs have no expiration date.
2. The option is fully vested and exercisable.
3. The option vests and becomes exercisable as to 25% of the underlying shares on July 3, 2020 and in 36 substantially equal monthly installments thereafter.
4. The option vests and becomes exercisable as to 25% of the underlying shares on March 1, 2022 and in 36 substantially equal monthly installments thereafter.
Remarks:
Exhibit 24.1 - Power of Attorney.
/s/ Cara Schembri as Attorney-in-fact for Scarlett O'Sullivan 10/26/2021
** 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.
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                                                                    Exhibit 24.1

                               POWER OF ATTORNEY

      With respect to holdings of and transactions in securities issued by Rent
the Runway, Inc. (the "Company"), the undersigned hereby constitutes and
appoints the individuals named on Schedule A attached hereto and as may be
amended from time to time, or any of them signing singly, with full power of
substitution and resubstitution, to act as the undersigned's true and lawful
attorney-in-fact to:

      1.  execute for and on behalf of the undersigned, Schedules 13D and 13G in
          accordance with Section 13 of the Securities Exchange Act of 1934, as
          amended (the "Exchange Act"), and the rules thereunder, and Forms 3,
          4, and 5 in accordance with Section 16 of the Exchange Act and the
          rules thereunder;

      2.  do and perform any and all acts for and on behalf of the undersigned
          which may be necessary or desirable to complete and execute any such
          Schedule 13D or 13G or Form 3, 4, or 5, complete and execute any
          amendment or amendments thereto, and timely file such schedule or form
          with the SEC and any stock exchange or similar authority; and

      3.  take any other action of any type whatsoever in connection with the
          foregoing which, in the opinion of such attorney-in-fact, may be of
          benefit to, in the best interest of, or legally required by, the
          undersigned, it being understood that the documents executed by such
          attorney-in-fact on behalf of the undersigned pursuant to this Power
          of Attorney shall be in such form and shall contain such terms and
          conditions as such attorney-in-fact may approve in such attorney-in-
          fact's discretion.

      The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution and
resubstitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorneys-in-fact substitute or substitutes, shall
lawfully do or cause to be done by virtue of this Power of Attorney and the
rights and powers herein granted.

      The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 13 and Section 16 of the Exchange Act.

      This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Schedule 13D and 13G and Forms 3, 4,
and 5 with respect to the undersigned's holdings of and transactions in
securities issued by the Company, unless earlier revoked by the undersigned in a
signed writing delivered to the foregoing attorneys-in-fact.

      IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of September 25, 2021.


                                        /s/ Scarlett O'Sullivan
                                        ----------------------------
                                        Scarlett O'Sullivan


                                   Schedule A


      Individuals Appointed as Attorney-in-Fact with Full Power of Substitution
and Resubstitution

1.  Cara Schembri
2.  Alla Berenshteyn