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: Trinity TVL X, LLC (10% Owner)
Reporting Person: TRINITY VENTURES X LP (10% Owner)
Reporting Person: Trinity X Entrepreneurs' Fund, L.P. (10% Owner)
Reporting Person: Trinity X Side-By-Side Fund, L.P. (10% Owner)
Reporting Person: CHOPRA AJAY (10% Owner)
Reporting Person: Fenton Noel J (10% Owner)
Reporting Person: Labatt Nina C. (10% Owner)
Reporting Person: Nakache Patricia (Director, 10% Owner)
Reporting Person: ORR LAWRENCE K (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-08-02	Class A Common Stock	C	1056423	—	Acquired	1056423	Indirect
2021-08-02	Class A Common Stock	C	10459	—	Acquired	10459	Indirect
2021-08-02	Class A Common Stock	C	5838	—	Acquired	5838	Indirect
2021-08-02	Class A Common Stock	S	1056423	$23.1588	Disposed	0	Indirect
2021-08-02	Class A Common Stock	S	10459	$23.1588	Disposed	0	Indirect
2021-08-02	Class A Common Stock	S	5838	$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	1056423	Disposed		Class A Common Stock (1056423.0)	Indirect
2021-08-02	Class B Common Stock	$	C	10459	Disposed		Class A Common Stock (10459.0)	Indirect
2021-08-02	Class B Common Stock	$	C	5838	Disposed		Class A Common Stock (5838.0)	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: Trinity TVL X, LLC is the General Partner of Trinity Ventures X, L.P., Trinity X Entrepreneurs Fund, L.P. and Trinity X Side-By-Side Fund, L.P. (collectively, the Trinity Entities), and the Management Members of Trinity TVL X, LLC share voting and dispositive power over the shares held by each of the Trinity Entities. The Management Members of Trinity TVL X, LLC are Ajay Chopra, Noel Fenton, Nina Labatt, Patricia Nakache and Larry Orr. Each of Trinity TVL X, LLC, Mr. Chopra, Mr. Fenton, Ms. Labatt and Mr. Orr disclaims beneficial ownership of the shares reported herein except to the extent of his, her or its respective pecuniary interest therein. Ms. Nakache is a director of the Issuer and files separate Section 16 reports.

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, Trinity Ventures X, L.P. sold 1,056,423 shares of Class A Common Stock, Trinity X Entrepreneurs' Fund, L.P. sold 10,459 shares of Class A Common Stock and Trinity X Side-By-Side Fund, L.P. sold 5,838 shares of Class A Common Stock, each at a price per share of $23.1588 (after underwriting discounts and commissions). The Trinity 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.