ThredUp Inc. — Director's Dealing 2021

Oct 27, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ThredUp Inc. (TDUP)
CIK: 0001484778
Period of Report: 2021-10-01

Reporting Person: Reinhart James G. (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-10-01	Class A Common Stock	C	133333	—	Acquired	133333	Direct
2021-10-01	Class A Common Stock	G	133333	—	Disposed	0	Direct
2021-10-01	Class A Common Stock	G	133333	—	Acquired	146667	Indirect
2021-10-25	Class A Common Stock	S	18500	$22.0647	Disposed	128167	Indirect
2021-10-25	Class A Common Stock	S	6500	$22.7299	Disposed	121667	Indirect
2021-10-25	Class A Common Stock	C	1500	—	Acquired	1500	Indirect
2021-10-25	Class A Common Stock	S	1500	$21.828	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-10-01	Class B Common Stock	$	C	133333	Disposed		Class A Common Stock (133333.0)	Direct
2021-10-25	Class B Common Stock	$	C	1500	Disposed		Class A Common Stock (1500.0)	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: On October 1, 2021, the Reporting Person transferred 133,333 shares of the Issuer's Class A Common Stock to James Reinhart and Michele Reinhart as Trustees of the Costanoa Family Trust dated July 22 2015 as amended (the "2015 Costanoa Trust"). This was a bona fide gift with no payment in consideration.

F3: Shares held of record by the 2015 Costanoa Trust.

F4: This transaction was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person.

F5: The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $21.50 to $22.49 per share. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F6: The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $22.51 to $23.02 per share. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F7: These shares are owned directly by a trust for the benefit of Mr. Reinhart's family and of which the trustee is an independent institution. The Reporting Person disclaims Section 16 beneficial ownership of these securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.

F8: The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $21.57 to $22.00 per share. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.