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: BETTINELLI GREG (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-08-02	Class A Common Stock	C	171414	—	Acquired	171414	Indirect
2021-08-02	Class A Common Stock	C	257121	—	Acquired	257121	Indirect
2021-08-02	Class A Common Stock	C	553526	—	Acquired	553526	Indirect
2021-08-02	Class A Common Stock	C	31751	—	Acquired	31751	Indirect
2021-08-02	Class A Common Stock	S	171414	$23.1588	Disposed	0	Indirect
2021-08-02	Class A Common Stock	S	257121	$23.1588	Disposed	0	Indirect
2021-08-02	Class A Common Stock	S	553526	$23.1588	Disposed	0	Indirect
2021-08-02	Class A Common Stock	S	31751	$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	171414	Disposed		Class A Common Stock (171414.0)	Indirect
2021-08-02	Class B Common Stock	$	C	257121	Disposed		Class A Common Stock (257121.0)	Indirect
2021-08-02	Class B Common Stock	$	C	553526	Disposed		Class A Common Stock (553526.0)	Indirect
2021-08-02	Class B Common Stock	$	C	31751	Disposed		Class A Common Stock (31751.0)	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: 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: 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, Upfront Growth I sold 171,414 shares of Class A Common Stock, Upfront Growth II sold 257,121 shares of Class A Common Stock, Upfront IV sold 553,526 shares of Class A Common Stock and Upfront IV Ancillary sold 31,751 shares of Class A Common Stock, each at a price per share of $23.1588 (after underwriting discounts and commissions). The Upfront Entities were selling stockholders in the registered public offering.

F4: 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.