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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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Rent the Runway, Inc. (Name of Issuer) |
Class A Common Stock, $0.001 par value per share (Title of Class of Securities) |
(CUSIP Number) |
Wendy Ruberti APS US Management LLC, 550 Madison Avenue, 22nd Floor New York, NY, 10022 (929) 783-1801 Michael Ellis Proskauer Rose LLP, Eleven Times Square New York, NY, 10036 (212) 969-3000 Louis Rambo Proskauer Rose LLP, 1001 Pennsylvania Ave. NW, Suite 600 Washington, DC, 20004 (202) 416-6800 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
10/14/2026 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
CHS US Investments LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
22,479,047.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
62.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
CHS GP LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ONTARIO, CANADA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
22,479,047.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
62.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
CHS UGP LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
22,479,047.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
62.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
CHS Platform Holdings Pte. Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
SINGAPORE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
22,479,047.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
62.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
APS US Management LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
22,479,047.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
62.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A Common Stock, $0.001 par value per share |
| (b) | Name of Issuer:
Rent the Runway, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
10 Jay Street, Brooklyn,
NEW YORK
, 11201. |
| Item 2. | Identity and Background |
| (a) | Items 2(a) and 2(f) of the Schedule 13D are hereby amended and restated as follows:
This Schedule 13D is being filed by the following (each a "Reporting Person," and collectively the "Reporting Persons"):
(i) CHS US Investments LLC ("CHS US Investments");
(ii) CHS GP LP ("CHS GP");
(iii) CHS UGP LLC ("CHS UGP");
(iv) CHS Platform Holdings Pte. Ltd. ("CHS Platform"); and
(v) APS US Management LLC ("APS US Management").
The Reporting Persons have entered into a joint filing agreement, a copy of which is attached hereto as Exhibit 99.3.
The name, business address, present principal occupation and the citizenship of each director and executive officer of each of CHS UGP, CHS Platform and APS US Management are set forth in Schedule A hereto, which is incorporated into this Item 2 by reference. |
| (f) | CHS Platform is a company organized under the laws of the Republic of Singapore.
CHS US Investments is a Cayman Islands limited liability company.
CHS GP is an Ontario limited partnership.
Each of APS US Management and CHS UGP is a Delaware limited liability company. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Items 5(a)-(c) of the Schedule 13D are hereby amended and supplemented as follows:
The beneficial ownership percentages reported herein are based on an aggregate of 36,269,666 shares of Class A Common Stock outstanding, comprising (i) 33,774,121 shares of Class A Common Stock outstanding as of September 4, 2026, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on September 11, 2026, and (ii) 2,495,545 shares of Class A Common Stock issued on October 14, 2026 upon exercise of subscription rights, as reported by the Issuer to the Reporting Persons.
CHS US Investments directly holds 22,479,047 shares of Class A Common Stock. APS US Management is the investment manager of CHS US Investments. CHS GP is the managing member of CHS US Investments. CHS UGP is the general partner of CHS GP. CHS UGP is a direct, wholly owned subsidiary of CHS Platform. |
| (b) | The information set forth in the cover pages of this Schedule 13D is incorporated by reference into this Item 5(b).
Based on filings made by Nexus and Story3, the Reporting Persons believe Nexus and Story3 each have beneficial ownership of 4,274,394 shares of Class A Common Stock, or 11.8% of the Issuer's outstanding shares of Class A Common Stock. Accordingly, the Reporting Persons believe that collectively, the Reporting Persons, Nexus, and Story3 have beneficial ownership of 31,027,835 shares of Class A Common Stock, or approximately 85.5% of the Issuer's outstanding shares of Class A Common Stock. The Reporting Persons expressly disclaim the existence of, or membership in a "group" within the meaning of Section 13(d)(3) of the Act and Rule 13d-5(b) thereunder with Nexus or Story3, as well as beneficial ownership with respect to any shares of Class A Common Stock beneficially owned by Nexus and Story3, and neither the filing of this Statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by any Reporting Person that it is the beneficial owner of any of the shares of Class A Common Stock referred to herein for purposes of Section 13(d) of the Act, or for any other purpose, and such beneficial ownership is expressly disclaimed by the Reporting Persons. |
| (c) | On October 14, 2026, CHS US Investments exercised 19,947,174 subscription rights for 2,495,391 shares of Class A Common Stock at an exercise price of $3.55 per share. Except for such exercise, none of the Reporting Persons has effected any transaction with respect to the Class A Common Stock in the past 60 days. |
| Item 7. | Material to be Filed as Exhibits. |
Item 7 of the Schedule 13D is hereby amended and supplemented as follows:
Exhibit 99.3 Joint Filing Agreement |
| 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.
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