ThredUp Inc. — Director's Dealing 2021

Apr 1, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ThredUp Inc. (TDUP)
CIK: 0001484778
Period of Report: 2021-03-30

Reporting Person: GS INVESTMENT STRATEGIES, LLC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-30	Common Stock	C	4026666	—	Acquired	4274140	Indirect
2021-03-30	Common Stock	C	4394418	—	Acquired	4664458	Indirect
2021-03-30	Common Stock	C	764129	—	Acquired	5038269	Indirect
2021-03-30	Common Stock	C	833799	—	Acquired	5498257	Indirect
2021-03-30	Common Stock	C	125039	—	Acquired	5163308	Indirect
2021-03-30	Common Stock	C	136440	—	Acquired	5634697	Indirect
2021-03-30	Common Stock	J	5163308	—	Disposed	0	Indirect
2021-03-30	Common Stock	J	5634697	—	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-30	Series E Preferred Stock	$	C	4026666	Disposed		Common Stock (4026666)	Indirect
2021-03-30	Series E Preferred Stock	$	C	4394418	Disposed		Common Stock (4394418)	Indirect
2021-03-30	Series E-1 Preferred Stock	$	C	764129	Disposed		Common Stock (764129)	Indirect
2021-03-30	Series E-1 Preferred Stock	$	C	833799	Disposed		Common Stock (833799)	Indirect
2021-03-30	Series F Preferred Stock	$	C	125039	Disposed		Common Stock (125039)	Indirect
2021-03-30	Series F Preferred Stock	$	C	136440	Disposed		Common Stock (136440)	Indirect
2021-03-30	Class B Common Stock	$	J	5163308	Acquired		Class A Common Stock (5163308)	Indirect
2021-03-30	Class B Common Stock	$	J	5634697	Acquired		Class A Common Stock (5634697)	Indirect

Footnotes

F1: Immediately prior to the closing of the Issuer's initial public offering, each share of Series E Preferred Stock, Series E-1 Preferred Stock and Series F Preferred Stock (collectively, the "Preferred Stock") automatically converted into one share of the Issuer's Common Stock, par value $0.0001 per share, on a one-for-one basis. The Preferred Stock had no expiration date.

F2: These shares are held of record by Global Private Opportunities Partners II LP ("GPO II LP"). GS Investment Strategies, LLC ("GSIS"), a limited liability company incorporated under the laws of Delaware, is the investment manager of the GPOP II. GSIS disclaims beneficial ownership of all shares of Common Stock in excess of their pecuniary interest, if any, and this report shall not be deemed an admission that any such person or entity is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

F3: These shares are held of record by Global Private Opportunities Partners II Offshore Holdings LP ("GPO II Offshore"). GSIS is the investment manager of the GPOP II Offshore. GSIS disclaims beneficial ownership of all shares of Common Stock in excess of their pecuniary interest, if any, and this report shall not be deemed an admission that any such person or entity is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

F4: Immediately prior to the closing of the Issuer's initial public offering and following the conversion of each series of the Issuer's convertible preferred stock into Common Stock, each share of Common Stock was reclassified into one share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7.

F5: 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.