| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ATRenew Inc. [ RERE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/25/2026 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| American depositary shares(1) | 03/25/2026 | M | 8,423,097 | A | (1) | 9,134,518 | D | |||
| Class C ordinary shares | 11,287,336 | I | By C&XF Group Limited(2) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Options (Right to Buy) | $0.1 | 03/25/2026 | M | 407,200 | (3) | 01/01/2027 | Class A ordinary shares | 407,200 | $0 | 0 | D | ||||
| Options (Right to Buy) | $0.1 | 03/25/2026 | M | 19,844 | (4) | 07/01/2028 | Class A ordinary shares | 19,844 | $0 | 0 | D | ||||
| Options (Right to Buy) | $0.1 | 03/25/2026 | M | 15,314 | (5) | 01/01/2029 | Class A ordinary shares | 15,314 | $0 | 0 | D | ||||
| Options (Right to Buy) | $0.1 | 03/25/2026 | M | 75,931 | (6) | 01/01/2029 | Class A ordinary shares | 75,931 | $0 | 0 | D | ||||
| Options (Right to Buy) | $0.1 | 03/25/2026 | M | 26,521 | (7) | 09/01/2026 | Class A ordinary shares | 26,521 | $0 | 0 | D | ||||
| Options (Right to Buy) | $0.1 | 03/25/2026 | M | 4,793 | (8) | 10/04/2026 | Class A ordinary shares | 4,793 | $0 | 0 | D | ||||
| Options (Right to Buy) | $0.1 | 03/25/2026 | M | 70,650 | (9) | 07/31/2029 | Class A ordinary shares | 70,650 | $0 | 0 | D | ||||
| Options (Right to Buy) | $0.1 | 03/25/2026 | M | 64,291 | (10) | 01/01/2031 | Class A ordinary shares | 64,291 | $0 | 0 | D | ||||
| Options (Right to Buy) | $0.1 | 03/25/2026 | M | 1,725,746 | (11) | 01/01/2031 | Class A ordinary shares | 1,725,746 | $0 | 0 | D | ||||
| Restricted share units | (12) | 03/25/2026 | M | 2,964,091 | 04/13/2021 | 04/13/2031 | Class A ordinary shares | 2,964,091 | $0 | 0 | D | ||||
| Options (Right to Buy) | $0.1 | 03/25/2026 | M | 179,030 | (13) | 01/01/2032 | Class A ordinary shares | 179,030 | $0 | 0 | D | ||||
| Options (Right to Buy) | $0.1 | 03/25/2026 | M | 1,378 | 03/13/2024 | 03/13/2033 | Class A ordinary shares | 1,378 | $0 | 0 | D | ||||
| Options (Right to Buy) | $0.1 | 03/25/2026 | M | 7,276 | 04/01/2024 | 04/01/2033 | Class A ordinary shares | 7,276 | $0 | 0 | D | ||||
| Options (Right to Buy) | $0.1 | 03/25/2026 | M | 53,333 | 07/01/2025 | 07/01/2035 | Class A ordinary shares | 53,333 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. Represents American depositary shares acquired through the exercise of options and the vesting of restricted share units. Every three American depositary shares ("ADS") represent two Class A ordinary shares, par value US$0.001 per share. |
| 2. Shares held of record by C&XF Group Limited, which is wholly owned by the reporting person. |
| 3. Represents options to purchase 407,200 Class A ordinary shares granted on January 1, 2017. The options vest in equal installments of 1/4 of the options on the January 1 of each year thereafter over the next 4 years, subject to the reporting person's continued service through the applicable vesting date. |
| 4. Represents options to purchase 19,844 Class A ordinary shares granted on July 1, 2018. The options vest in equal installments of 1/4 of the options on the July 1 of each year thereafter over the next 4 years, subject to the reporting person's continued service through the applicable vesting date. |
| 5. Represents options to purchase 15,314 Class A ordinary shares granted on January 1, 2019. The options vest in equal installments of 1/4 of the options on the January 1 of each year thereafter over the next 4 years, subject to the reporting person's continued service through the applicable vesting date. |
| 6. Represents options to purchase 75,931 Class A ordinary shares granted on January 1, 2019. The options vest in equal installments of 1/4 of the options on the January 1 of each year thereafter over the next 4 years, subject to the reporting person's continued service through the applicable vesting date. |
| 7. Represents options to purchase 26,521 Class A ordinary shares granted on September 1, 2016. The options vest in equal installments of 1/4 of the options on the September 1 of each year thereafter over the next 4 years, subject to the reporting person's continued service through the applicable vesting date. |
| 8. Represents options to purchase 4,793 Class A ordinary shares granted on October 4, 2016. The options vest in equal installments of 1/4 of the options on the October 4 of each year thereafter over the next 4 years, subject to the reporting person's continued service through the applicable vesting date. |
| 9. Represents options to purchase 70,650 Class A ordinary shares granted on July 31, 2019. The options vest in equal installments of 1/4 of the options on the July 31 of each year thereafter over the next 4 years, subject to the reporting person's continued service through the applicable vesting date. |
| 10. Represents options to purchase 64,291 Class A ordinary shares granted on January 1, 2021. The options vest in equal installments of 1/4 of the options on the January 1 of each year thereafter over the next 4 years, subject to the reporting person's continued service through the applicable vesting date. |
| 11. Represents options to purchase 1,725,746 Class A ordinary shares granted on January 1, 2021. The options vest in equal installments of 1/4 of the options on the January 1 of each year thereafter over the next 4 years, subject to the reporting person's continued service through the applicable vesting date. |
| 12. Each restricted share unit represents the contingent right to receive one (1) Class A ordinary shares of the Issuer upon vesting. |
| 13. Represents options to purchase 179,030 Class A ordinary shares granted on January 1, 2022. The options vest in equal installments of 1/4 of the options on the January 1 of each year thereafter over the next 4 years, subject to the reporting person's continued service through the applicable vesting date. |
| /s/ Chen Xuefeng | 03/26/2026 | |
| ** 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. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||