ThredUp Inc. — Director's Dealing 2021

Nov 17, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ThredUp Inc. (TDUP)
CIK: 0001484778
Period of Report: 2021-11-15

Reporting Person: BETTINELLI GREG (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-11-15	Class A Common Stock	C	557959	—	Acquired	591775	Indirect
2021-11-15	Class A Common Stock	C	836939	—	Acquired	887663	Indirect
2021-11-15	Class A Common Stock	C	1801754	—	Acquired	1910951	Indirect
2021-11-15	Class A Common Stock	C	103348	—	Acquired	109611	Indirect
2021-11-15	Class A Common Stock	J	591775	—	Disposed	0	Indirect
2021-11-15	Class A Common Stock	J	887663	—	Disposed	0	Indirect
2021-11-15	Class A Common Stock	J	1910951	—	Disposed	0	Indirect
2021-11-15	Class A Common Stock	J	109611	—	Disposed	0	Indirect
2021-11-15	Class A Common Stock	J	54303	—	Acquired	64940	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-11-15	Class B Common Stock	$	C	557959	Disposed		Class A Common Stock (557959.0)	Indirect
2021-11-15	Class B Common Stock	$	C	836939	Disposed		Class A Common Stock (836939.0)	Indirect
2021-11-15	Class B Common Stock	$	C	1801754	Disposed		Class A Common Stock (1801754.0)	Indirect
2021-11-15	Class B Common Stock	$	C	103348	Disposed		Class A Common Stock (103348.0)	Indirect

Footnotes

F1: 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.

F2: Upfront Growth GP I, LLC is the general partner of Upfront Growth I, L.P. ("Upfront Growth I"). Upfront Growth GP II, LLC is the general partner of Upfront Growth II, L.P. ("Upfront Growth II"). Upfront GP IV, L.P. is the general partner of Upfront IV, L.P. ("Upfront IV"). Upfront IV Ancillary GP, LLC is the general partner of Upfront IV Ancillary, L.P. ("Upfront IV Ancillary," and together with Upfront Growth I, Upfront Growth II and Upfront IV, the "Upfront Entities"). The Upfront Entities are managed by Upfront Ventures Management, LLC which is controlled by Mark Suster and Yves Sisteron. The Reporting Person is a member or limited partner, as applicable, of the general partners of the respective Upfront Entities. The Reporting Person disclaims beneficial ownership of the shares reported herein except to the extent of his pecuniary interest therein.

F3: Represents pro rata, in-kind distributions, and not a purchase or sale, of securities without consideration, by such distributing entity to its respective partners, members and/or assigns. Such distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended.

F4: Represents (i) 8,978 shares of Class A Common Stock acquired by the Reporting Person in a distribution by Upfront Growth GP I, LLC for no consideration on November 15, 2021, (ii) 3,973 shares of Class A Common Stock acquired by the Reporting Person in a distribution by Upfront Growth GP II, LLC for no consideration on November 15, 2021, (iii) 41,133 shares of Class A Common Stock acquired by the Reporting Person in a distribution by Upfront IV GP, L.P. for no consideration on November 15, 2021, and (iv) 219 shares of Class A Common Stock acquired by the Reporting Person in a distribution by Upfront IV Ancillary GP, LLC for no consideration on November 15, 2021. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-9 and 16a-13 of the Securities Exchange Act of 1934, as amended.