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Filing Details

Accession Number:: 0001484778-21-000053
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2021-08-02 19:55:32
Reporting Period:: 2021-08-02

Accepted Time:: 2021-08-02 19:55:32
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1484778	Thredup Inc.	TDUP	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1027730	J Daniel Nova	C/O Thredup, Inc. 969 Broadway, Suite 200 Oakland CA 94607		Yes	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	229,293	$0.00	229,293	No	4	C	Indirect	See Footnote
Class A Common Stock	Acquisiton	2021-08-02	55,562	$0.00	55,562	No	4	C	Indirect	See Footnote
Class A Common Stock	Acquisiton	2021-08-02	80,916	$0.00	80,916	No	4	C	Indirect	See Footnote
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	Acquisiton	2021-08-02	7,185	$0.00	7,185	No	4	C	Indirect	See Footnote
Class A Common Stock	Disposition	2021-08-02	229,293	$23.16	0	No	4	S	Indirect	See Footnote
Class A Common Stock	Disposition	2021-08-02	55,562	$23.16	0	No	4	S	Indirect	See Footnote
Class A Common Stock	Disposition	2021-08-02	80,916	$23.16	0	No	4	S	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
Class A Common Stock	Disposition	2021-08-02	7,185	$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	C	Indirect	See Footnote
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
No	4	S	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	229,293	$0.00	229,293	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2021-08-02	55,562	$0.00	55,562	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2021-08-02	80,916	$0.00	80,916	$0.00
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
Class A Common Stock	Class B Common Stock	Disposition	2021-08-02	7,185	$0.00	7,185	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
2,063,647	No	4	C	Indirect
500,062	No	4	C	Indirect
728,247	No	4	C	Indirect
4,523,340	No	4	C	Indirect
70,129	No	4	C	Indirect
1,640,248	No	4	C	Indirect
64,665	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 VII Limited Partnership ("HC VII"). Highland Management Partners VII, LLC ("HMP VII LLC") is the general partner of Highland Management Partners VII Limited Partnership ("HMP VII LP"), which is the general partner of HC VII. Robert J. Davis, Paul A. Maeder, Corey M. Mulloy and the Reporting Person, a member of the Issuer's board of directors (collectively, the "Managing Members"), are the managing members of HMP VII LLC. Each of HMP VII LP, HMP VII LLC and the Managing Members may be deemed to share voting, investment and dispositive power over the shares held by HC VII and as a result may be deemed to have beneficial ownership over such shares. Each of HMP VII LP, HMP VII LLC and the Managing Members disclaims beneficial ownership over the shares held by HC VII to the extent of its or their respective pecuniary interests therein, if any.
These shares are held of record by Highland Capital Partners VII-B Limited Partnership ("HC VII-B"). HMP VII LLC is the general partner of HMP VII LP, which is the general partner of HC VII-B. The Managing Members are the managing members of HMP VII LLC. Each of HMP VII LP, HMP VII LLC and the Managing Members may be deemed to share voting, investment and dispositive power over the shares held by HC VII-B and as a result may be deemed to have beneficial ownership over such shares. Each of HMP VII LP, HMP VII LLC and the Managing Members disclaims beneficial ownership over the shares held by HC VII-B to the extent of its or their respective pecuniary interests therein, if any.
These shares are held of record by Highland Capital Partners VII-C Limited Partnership ("HC VII-C"). HMP VII LLC is the general partner of HMP VII LP, which is the general partner of HC VII-C. The Managing Members are the managing members of HMP VII LLC. Each of HMP VII LP, HMP VII LLC and the Managing Members may be deemed to share voting, investment and dispositive power over the shares held by HC VII-C and as a result may be deemed to have beneficial ownership over such shares. Each of HMP VII LP, HMP VII LLC and the Managing Members disclaims beneficial ownership over the shares held by HC VII-C to the extent of its or their respective pecuniary interests therein, if any.
These shares are held of record by Highland Capital Partners VIII Limited Partnership ("HC 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 HC VIII. Robert J. Davis, Paul A. Maeder, Corey M. Mulloy and the Reporting Person, 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 HC 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 HC 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 ("HC VIII-B"). HMP VIII Ltd is the general partner of HMP VIII LP, which is the general partner of HC 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 HC 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 HC 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 ("HC VIII-C"). HMP VIII Ltd is the general partner of HMP VIII LP, which is the general partner of HC 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 HC 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 HC VIII-C to the extent of its or their respective pecuniary interests therein, if any.
These shares are held of record by Highland Entrepreneurs' Fund VII Limited Partnership ("HE Fund"). HMP VII LLC is the general partner of HMP VII LP, which is the general partner of HE Fund. The Managing Members are the managing members of HMP VII LLC. Each of HMP VII LP, HMP VII LLC and the Managing Members may be deemed to share voting, investment and dispositive power over the shares held by HE Fund and as a result may be deemed to have beneficial ownership over such shares. Each of HMP VII LP, HMP VII LLC and the Managing Members disclaims beneficial ownership over the shares held by HE Fund to the extent of 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, HC VII sold 229,293 shares of Class A Common Stock, HC VII-B sold 55,562 shares of Class A Common Stock, HC VII-C sold 80,916 shares of Class A Common Stock, HC VIII sold 502,594 shares of Class A Common Stock, HC VIII-B sold 7,793 shares of Class A Common Stock, HC VIII-C sold 182,249 shares of Class A Common Stock and HE Fund sold 7,185 shares of Class A Common Stock, each at a price per share of $23.1588 (after underwriting discounts and commissions). HC VII, HC VII-B, HC VII-C, HC VIII, HC VIII-B, HC VIII-C and HE Fund 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.