ThredUp Inc. — Director's Dealing 2021

Nov 12, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ThredUp Inc. (TDUP)
CIK: 0001484778
Period of Report: 2021-11-09

Reporting Person: Upfront GP IV, L.P. (10% Owner)
Reporting Person: Upfront IV, L.P. (10% Owner)
Reporting Person: Upfront IV Ancillary, L.P. (10% Owner)
Reporting Person: Upfront IV Ancillary GP, LLC (10% Owner)
Reporting Person: Upfront Growth GP I, LLC (10% Owner)
Reporting Person: Upfront Growth I, L.P. (10% Owner)
Reporting Person: Upfront Growth GP II, LLC (10% Owner)
Reporting Person: Upfront Growth II, L.P. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-11-09	Class A Common Stock	C	371973	$0.00	Acquired	371973	Indirect
2021-11-09	Class A Common Stock	C	557960	$0.00	Acquired	557960	Indirect
2021-11-09	Class A Common Stock	C	1201169	$0.00	Acquired	1201169	Indirect
2021-11-09	Class A Common Stock	C	68898	$0.00	Acquired	68898	Indirect
2021-11-09	Class A Common Stock	J	338157	$0.00	Disposed	33816	Indirect
2021-11-09	Class A Common Stock	J	507236	$0.00	Disposed	50724	Indirect
2021-11-09	Class A Common Stock	J	1091972	$0.00	Disposed	109197	Indirect
2021-11-09	Class A Common Stock	J	62635	$0.00	Disposed	6263	Indirect
2021-11-09	Class A Common Stock	J	28023	$0.00	Acquired	28023	Indirect
2021-11-09	Class A Common Stock	J	28023	$0.00	Disposed	0	Indirect
2021-11-09	Class A Common Stock	J	15218	$0.00	Acquired	15218	Indirect
2021-11-09	Class A Common Stock	J	15218	$0.00	Disposed	0	Indirect
2021-11-09	Class A Common Stock	J	266133	$0.00	Acquired	266133	Indirect
2021-11-09	Class A Common Stock	J	266133	$0.00	Disposed	0	Indirect
2021-11-09	Class A Common Stock	J	626	$0.00	Acquired	626	Indirect
2021-11-09	Class A Common Stock	J	626	$0.00	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-11-09	Class B Common Stock	$	C	371973	Disposed		Class A Common Stock (371973)	Indirect
2021-11-09	Class B Common Stock	$	C	557960	Disposed		Class A Common Stock (557960)	Indirect
2021-11-09	Class B Common Stock	$	C	1201169	Disposed		Class A Common Stock (1201169)	Indirect
2021-11-09	Class B Common Stock	$	C	68898	Disposed		Class A Common Stock (68898)	Indirect

Footnotes

F1: 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 distributions described herein.

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. Each of the Upfront Entities, their respective general partners, Upfront Ventures Management, LLC and Messrs. Suster and Sisteron disclaims beneficial ownership of the shares reported herein except to the extent of his or its respective pecuniary interest therein.

F3: Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by Upfront Growth I to its general partner and limited partners without additional consideration.

F4: Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by Upfront Growth II to its general partner and limited partners without additional consideration.

F5: Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by Upfront IV to its general partner and limited partners without additional consideration.

F6: Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by Upfront IV Ancillary to its general partner and limited partners without additional consideration.

F7: Represents receipt of shares in the distribution in kind described in footnote (3).

F8: Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by Upfront Growth GP I, LLC to its members without consideration.

F9: Represents receipt of shares in the distribution in kind described in footnote (4).

F10: Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by Upfront Growth GP II, LLC to its members without consideration.

F11: Represents receipt of shares in the distribution in kind described in footnote (5).

F12: Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by Upfront GP IV, L.P. to its general partner and limited partners without consideration.

F13: Represents receipt of shares in the distribution in kind described in footnote (6).

F14: Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by Upfront IV Ancillary GP, LLC to its members without consideration.

F15: 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.