ThredUp Inc. — Director's Dealing 2021

Sep 3, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ThredUp Inc. (TDUP)
CIK: 0001484778
Period of Report: 2021-07-15

Reporting Person: Marino Anthony Salvatore (President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-09-01	Class A Common Stock	C	20957	—	Acquired	20957	Direct
2021-09-01	Class A Common Stock	S	20957	$20.0324	Disposed	0	Direct
2021-09-02	Class A Common Stock	C	6898	—	Acquired	6898	Direct
2021-09-02	Class A Common Stock	S	6898	$20.0711	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-07-15	Class B Common Stock	$	G	125000	Disposed		Class A Common Stock (125000.0)	Direct
2021-07-15	Class B Common Stock	$	G	125000	Acquired		Class A Common Stock (125000.0)	Indirect
2021-07-15	Class B Common Stock	$	G	125000	Disposed		Class A Common Stock (125000.0)	Direct
2021-07-15	Class B Common Stock	$	G	125000	Acquired		Class A Common Stock (125000.0)	Indirect
2021-09-01	Stock Option (Right to Buy)	$0.55	M	20957	Disposed	2023-12-03	Class B Common Stock (20957.0)	Direct
2021-09-01	Class B Common Stock	$	M	20957	Acquired		Class A Common Stock (20957.0)	Direct
2021-09-01	Class B Common Stock	$	C	20957	Disposed		Class A Common Stock (20957.0)	Direct
2021-09-02	Stock Option (Right to Buy)	$0.55	M	6898	Disposed	2023-12-03	Class B Common Stock (6898.0)	Direct
2021-09-02	Class B Common Stock	$	M	6898	Acquired		Class A Common Stock (6898.0)	Direct
2021-09-02	Class B Common Stock	$	C	6898	Disposed		Class A Common Stock (6898.0)	Direct

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

F3: The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $20.00 to $20.20 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.

F4: The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $20.00 to $20.19 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.

F5: On July 15, 2021, the Reporting Person transferred 125,000 shares of the Issuer's Class B Common Stock to The Anthony Salvatore Marino 2021 Annuity Trust (the "Anthony Marino GRAT"). This was a bona fide gift with no payment in consideration.

F6: Shares held of record by the Anthony Marino GRAT.

F7: On July 15, 2021, the Reporting Person transferred 125,000 shares of the Issuer's Class B Common Stock to The Courtney Erin Marino 2021 Annuity Trust (the "Courtney Marino GRAT"), of which the Reporting Person's spouse is the trustee, for the benefit of the Reporting Person's spouse. This was a bona fide gift with no payment in consideration.

F8: Shares held of record by the Courtney Marino GRAT.

F9: The stock option vested over four years after September 1, 2013.