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Filing Details

Accession Number:: 0001484778-21-000052
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2021-08-02 19:51:05
Reporting Period:: 2021-08-02

Accepted Time:: 2021-08-02 19:51:05
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1484778	Thredup Inc.	TDUP	()	E9

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1467823	Partnership Limited Viii-C Partners Capital Highland	One Broadway, 16Th Floor Cambridge MA 02142	No	No	Yes	No
1467824	Partnership Limited Viii-B Partners Capital Highland	One Broadway, 16Th Floor Cambridge MA 02142	No	No	Yes	No
1467825	Partnership Limited Viii Partners Capital Highland	One Broadway, 16Th Floor Cambridge MA 02142	No	No	Yes	No
1554033	Ltd Viii Partners Management Highland	One Broadway, 16Th Floor Cambridge MA 02142	No	No	Yes	No
1554280	Partnership Limited Viii Partners Management Highland	One Broadway, 16Th Floor Cambridge MA 02142	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Acquisiton	2021-08-02	502,594	$0.00	502,594	No	4	C	Indirect	See Footnote
Class A Common Stock	Acquisiton	2021-08-02	7,793	$0.00	7,793	No	4	C	Indirect	See Footnote
Class A Common Stock	Acquisiton	2021-08-02	182,249	$0.00	182,249	No	4	C	Indirect	See Footnote
Class A Common Stock	Disposition	2021-08-02	502,594	$23.16	0	No	4	S	Indirect	See Footnote
Class A Common Stock	Disposition	2021-08-02	7,793	$23.16	0	No	4	S	Indirect	See Footnote
Class A Common Stock	Disposition	2021-08-02	182,249	$23.16	0	No	4	S	Indirect	See Footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	See Footnote
No	4	C	Indirect	See Footnote
No	4	C	Indirect	See Footnote
No	4	S	Indirect	See Footnote
No	4	S	Indirect	See Footnote
No	4	S	Indirect	See Footnote

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Class B Common Stock	Disposition	2021-08-02	502,594	$0.00	502,594	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2021-08-02	7,793	$0.00	7,793	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2021-08-02	182,249	$0.00	182,249	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
4,523,340	No	4	C	Indirect
70,129	No	4	C	Indirect
1,640,248	No	4	C	Indirect

Footnotes

Each share of Class B Common Stock was converted into one share of Class A Common Stock at the option of the holder in connection with the registered public offering of shares of the Issuer's Class A Common Stock, pursuant to a final prospectus dated July 28, 2021, which offering was consummated on August 2, 2021.
These shares are held of record by Highland Capital Partners VIII Limited Partnership ("Highland Capital VIII"). Highland Management Partners VIII Limited ("HMP VIII Ltd") is the general partner of Highland Management Partners VIII Limited Partnership ("HMP VIII LP"), which is the general partner of Highland Capital VIII. Robert J. Davis, Paul A. Maeder, Corey M. Mulloy and Daniel J. Nova, a member of the Issuer's board of directors (collectively, the "HMP VIII Ltd Directors"), are the directors of HMP VIII Ltd. Each of HMP VIII LP, HMP VIII Ltd and the HMP VIII Ltd Directors may be deemed to share voting, investment and dispositive power over the shares held by Highland Capital VIII and as a result may be deemed to have beneficial ownership over such shares. Each of HMP VIII LP, HMP VIII Ltd and the HMP VIII Ltd Directors disclaims beneficial ownership over the shares held by Highland Capital VIII to the extent of its or their respective pecuniary interests therein, if any.
These shares are held of record by Highland Capital Partners VIII-B Limited Partnership ("Highland Capital VIII-B"). HMP VIII Ltd is the general partner of HMP VIII LP, which is the general partner of Highland Capital VIII-B. The HMP VIII Ltd Directors are the directors of HMP VIII Ltd. Each of HMP VIII LP, HMP VIII Ltd and the HMP VIII Ltd Directors may be deemed to share voting, investment and dispositive power over the shares held by Highland Capital VIII-B and as a result may be deemed to have beneficial ownership over such shares. Each of HMP VIII LP, HMP VIII Ltd and the HMP VIII Ltd Directors disclaims beneficial ownership over the shares held by Highland Capital VIII-B to the extent of its or their respective pecuniary interests therein, if any.
These shares are held of record by Highland Capital Partners VIII-C Limited Partnership ("Highland Capital VIII-C"). HMP VIII Ltd is the general partner of HMP VIII LP, which is the general partner of Highland Capital VIII-C. The HMP VIII Ltd Directors are the directors of HMP VIII Ltd. Each of HMP VIII LP, HMP VIII Ltd and the HMP VIII Ltd Directors may be deemed to share voting, investment and dispositive power over the shares held by Highland Capital VIII-C and as a result may be deemed to have beneficial ownership over such shares. Each of HMP VIII LP, HMP VIII Ltd and the HMP VIII Ltd Directors disclaims beneficial ownership over the shares held by Highland Capital VIII-C to the extent of its or their respective pecuniary interests therein, if any.
Pursuant to an underwriting agreement and in connection with the registered public offering of shares of the Issuer's Class A Common Stock, pursuant to a final prospectus dated July 28, 2021, which offering was consummated on August 2, 2021, Highland Capital VIII sold 502,594 shares of Class A Common Stock, Highland Capital VIII-B sold 7,793 shares of Class A Common Stock and Highland Capital VIII-C sold 182,249 shares of Class A Common Stock, each at a price per share of $23.1588 (after underwriting discounts and commissions). Highland Capital VIII, Highland Capital VIII-B and Highland Capital VIII-C were selling stockholders in the registered public offering.
Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder and upon the occurrence of other events set forth in the Issuer's Certificate of Incorporation.