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: NOVA DANIEL J (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-30	Common Stock	J	51382	—	Disposed	0	Indirect
2021-03-30	Common Stock	J	796	—	Disposed	0	Indirect
2021-03-30	Common Stock	J	18632	—	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-30	Series A Preferred Stock	$	C	241861	Disposed		Common Stock (241861.0)	Indirect
2021-03-30	Series A Preferred Stock	$	C	3750	Disposed		Common Stock (3750.0)	Indirect
2021-03-30	Series A Preferred Stock	$	C	87703	Disposed		Common Stock (87703.0)	Indirect
2021-03-30	Series A-1 Preferred Stock	$	C	158457	Disposed		Common Stock (158457.0)	Indirect
2021-03-30	Series A-1 Preferred Stock	$	C	2457	Disposed		Common Stock (2457.0)	Indirect
2021-03-30	Series A-1 Preferred Stock	$	C	57460	Disposed		Common Stock (57460.0)	Indirect
2021-03-30	Series C Preferred Stock	$	C	2944984	Disposed		Common Stock (2944984.0)	Indirect
2021-03-30	Series C Preferred Stock	$	C	45659	Disposed		Common Stock (45659.0)	Indirect
2021-03-30	Series C Preferred Stock	$	C	1067906	Disposed		Common Stock (1067906.0)	Indirect
2021-03-30	Series D Preferred Stock	$	C	798840	Disposed		Common Stock (798840.0)	Indirect
2021-03-30	Series D Preferred Stock	$	C	12385	Disposed		Common Stock (12385.0)	Indirect
2021-03-30	Series D Preferred Stock	$	C	289674	Disposed		Common Stock (289674.0)	Indirect
2021-03-30	Series E Preferred Stock	$	C	504961	Disposed		Common Stock (504961.0)	Indirect
2021-03-30	Series E Preferred Stock	$	C	7829	Disposed		Common Stock (7829.0)	Indirect
2021-03-30	Series E Preferred Stock	$	C	183108	Disposed		Common Stock (183108.0)	Indirect
2021-03-30	Series E-1 Preferred Stock	$	C	263785	Disposed		Common Stock (263785.0)	Indirect
2021-03-30	Series E-1 Preferred Stock	$	C	4090	Disposed		Common Stock (4090.0)	Indirect
2021-03-30	Series E-1 Preferred Stock	$	C	95654	Disposed		Common Stock (95654.0)	Indirect
2021-03-30	Series F Preferred Stock	$	C	61664	Disposed		Common Stock (61664.0)	Indirect
2021-03-30	Series F Preferred Stock	$	C	956	Disposed		Common Stock (956.0)	Indirect
2021-03-30	Series F Preferred Stock	$	C	22360	Disposed		Common Stock (22360.0)	Indirect
2021-03-30	Class B Common Stock	$	J	5025934	Acquired		Class A Common Stock (5025934.0)	Indirect
2021-03-30	Class B Common Stock	$	J	77922	Acquired		Class A Common Stock (77922.0)	Indirect
2021-03-30	Class B Common Stock	$	J	1822497	Acquired		Class A Common Stock (1822497.0)	Indirect
2021-03-30	Class B Common Stock	$	J	2292940	Acquired		Class A Common Stock (2292940.0)	Indirect
2021-03-30	Class B Common Stock	$	J	555624	Acquired		Class A Common Stock (555624.0)	Indirect
2021-03-30	Class B Common Stock	$	J	809163	Acquired		Class A Common Stock (809163.0)	Indirect
2021-03-30	Class B Common Stock	$	J	71850	Acquired		Class A Common Stock (71850.0)	Indirect

Footnotes

F1: 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.

F2: 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.

F3: These shares are held of record by Highland Capital Partners VIII Limited Partnership ("Highland Capital VIII"). Highland Management Partners VIII Limited ("HMP VIII Ltd") is the general partner of Highland Management Partners VIII Limited Partnership ("HMP VIII LP") which is the general partner of Highland Capital VIII. Robert J. Davis, Paul A. Maeder, Corey M. Mulloy and the Reporting Person, a member of the Issuer's board of directors (collectively, the "HMP VIII Ltd Directors"), are the directors of HMP VIII Ltd. Each of HMP VIII LP, HMP VIII Ltd and the HMP VIII Ltd Directors may be deemed to share voting, investment and dispositive power over the shares held by Highland Capital VIII and as a result may be deemed to have beneficial ownership over such shares. Each of HMP VIII Ltd, HMP VIII LP and the HMP VIII Ltd Directors disclaims beneficial ownership over the shares held by Highland Capital VIII to the extent of their respective pecuniary interests therein, if any.

F4: These shares are held of record by Highland Capital Partners VIII-B Limited Partnership ("Highland Capital VIII-B"). HMP VIII Ltd is the general partner of HMP VIII LP which is the general partner of Highland Capital VIII-B. The HMP VIII Ltd Directors are the directors of HMP VIII Ltd. Each of HMP VIII LP, HMP VIII Ltd and the HMP VIII Ltd Directors may be deemed to share voting, investment and dispositive power over the shares held by Highland Capital VIII-B and as a result may be deemed to have beneficial ownership over such shares. Each of HMP VIII Ltd, HMP VIII LP and the HMP VIII Ltd Directors disclaims beneficial ownership over the shares held by Highland Capital VIII-B to the extent of their respective pecuniary interests therein, if any.

F5: These shares are held of record by Highland Capital Partners VIII-C Limited Partnership ("Highland Capital VIII-C"). HMP VIII Ltd is the general partner of HMP VIII LP which is the general partner of Highland Capital VIII-C. The HMP VIII Ltd Directors are the directors of HMP VIII Ltd. Each of HMP VIII LP, HMP VIII Ltd and the HMP VIII Ltd Directors may be deemed to share voting, investment and dispositive power over the shares held by Highland Capital VIII-C and as a result may be deemed to have beneficial ownership over such shares. Each of HMP VIII Ltd, HMP VIII LP and the HMP VIII Ltd Directors disclaims beneficial ownership over the shares held by Highland Capital VIII-C to the extent of their respective pecuniary interests therein, if any.

F6: Immediately prior to the closing of the Issuer's initial public offering, each share of Series A Preferred Stock, Series A-1 Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, 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.

F7: 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 the Reporting Person, 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 LLC, HMP VII LP and the Managing Members disclaims beneficial ownership over the shares held by Highland Capital VII to the extent of their respective pecuniary interests therein, if any.

F8: 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 LLC, HMP VII LP and the Managing Members disclaims beneficial ownership over the shares held by Highland Capital VII-B to the extent of their respective pecuniary interests therein, if any.

F9: 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 LLC, HMP VII LP and the Managing Members disclaims beneficial ownership over the shares held by Highland Capital VII-C to the extent of their respective pecuniary interests therein, if any.

F10: 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 LLC, HMP VII LP 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.