ThredUp Inc. — Director's Dealing 2021

Aug 2, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ThredUp Inc. (TDUP)
CIK: 0001484778
Period of Report: 2021-08-02

Reporting Person: Highland Management Partners VIII Ltd (10% Owner)
Reporting Person: Highland Management Partners VII, LLC (10% Owner)
Reporting Person: Highland Management Partners VII Limited Partnership (10% Owner)
Reporting Person: Highland Capital Partners VII LP (10% Owner)
Reporting Person: HIGHLAND CAPITAL PARTNERS VII-B L P (10% Owner)
Reporting Person: Highland Capital Partners VII-C LP (10% Owner)
Reporting Person: Highland Entrepreneurs Fund VII Limited Partnership (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-08-02	Class A Common Stock	C	229293	—	Acquired	229293	Indirect
2021-08-02	Class A Common Stock	C	55562	—	Acquired	55562	Indirect
2021-08-02	Class A Common Stock	C	80916	—	Acquired	80916	Indirect
2021-08-02	Class A Common Stock	C	7185	—	Acquired	7185	Indirect
2021-08-02	Class A Common Stock	S	229293	$23.1588	Disposed	0	Indirect
2021-08-02	Class A Common Stock	S	55562	$23.1588	Disposed	0	Indirect
2021-08-02	Class A Common Stock	S	80916	$23.1588	Disposed	0	Indirect
2021-08-02	Class A Common Stock	S	7185	$23.1588	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-08-02	Class B Common Stock	$	C	229293	Disposed		Class A Common Stock (229293.0)	Indirect
2021-08-02	Class B Common Stock	$	C	55562	Disposed		Class A Common Stock (55562.0)	Indirect
2021-08-02	Class B Common Stock	$	C	80916	Disposed		Class A Common Stock (80916.0)	Indirect
2021-08-02	Class B Common Stock	$	C	7185	Disposed		Class A Common Stock (7185.0)	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 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.

F2: These shares are held of record by Highland Capital Partners VII Limited Partnership ("Highland Capital 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 Highland Capital VII. Robert J. Davis, Paul A. Maeder, Corey M. Mulloy and Daniel J. Nova, 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 Highland Capital 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 Highland Capital VII to the extent of its or their respective pecuniary interests therein, if any.

F3: These shares are held of record by Highland Capital Partners VII-B Limited Partnership ("Highland Capital VII-B"). HMP VII LLC is the general partner of HMP VII LP, which is the general partner of Highland Capital 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 Highland Capital 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 Highland Capital VII-B to the extent of its or their respective pecuniary interests therein, if any.

F4: These shares are held of record by Highland Capital Partners VII-C Limited Partnership ("Highland Capital VII-C"). HMP VII LLC is the general partner of HMP VII LP, which is the general partner of Highland Capital 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 Highland Capital 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 Highland Capital VII-C to the extent of its or their respective pecuniary interests therein, if any.

F5: These shares are held of record by Highland Entrepreneurs' Fund VII Limited Partnership ("Highland Entrepreneurs' Fund"). HMP VII LLC is the general partner of HMP VII LP, which is the general partner of Highland Entrepreneurs' 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 Highland Entrepreneurs' 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 Highland Entrepreneurs' Fund to the extent of their respective pecuniary interests therein, if any.

F6: 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, Highland Capital VII sold 229,293 shares of Class A Common Stock, Highland Capital VII-B sold 55,562 shares of Class A Common Stock, Highland Capital VII-C sold 80,916 shares of Class A Common Stock and Highland Entrepreneurs' Fund sold 7,185 shares of Class A Common Stock, each at a price per share of $23.1588 (after underwriting discounts and commissions). Highland Capital VII, Highland Capital VII-B, Highland Capital VII-C and Highland Entrepreneurs' Fund were selling stockholders in the registered public offering.

F7: 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.