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: Reinhart James G. (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-10-02	Common Stock	G	105730	—	Disposed	0	Indirect
2020-10-02	Common Stock	G	105730	—	Acquired	2724716	Indirect
2020-10-17	Common Stock	G	113951	—	Disposed	42299	Indirect
2020-10-17	Common Stock	G	113951	—	Acquired	2838667	Indirect
2021-02-26	Common Stock	G	600000	—	Disposed	2238667	Indirect
2021-02-26	Common Stock	G	300000	—	Acquired	300000	Indirect
2021-02-26	Common Stock	G	120000	—	Acquired	120000	Indirect
2021-03-30	Common Stock	J	2238667	—	Disposed	0	Indirect
2021-03-30	Common Stock	J	42299	—	Disposed	0	Indirect
2021-03-30	Common Stock	J	300000	—	Disposed	0	Indirect
2021-03-30	Common Stock	J	120000	—	Disposed	0	Indirect
2021-03-30	Common Stock	J	9091	—	Disposed	0	Indirect
2021-03-30	Common Stock	J	245000	—	Disposed	0	Indirect
2021-03-30	Common Stock	J	772784	—	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-30	Class B Common Stock	$	J	2238667	Acquired		Class A Common Stock (2238667.0)	Indirect
2021-03-30	Class B Common Stock	$	J	42299	Acquired		Class A Common Stock (42299.0)	Indirect
2021-03-30	Class B Common Stock	$	J	300000	Acquired		Class A Common Stock (300000.0)	Indirect
2021-03-30	Class B Common Stock	$	J	120000	Acquired		Class A Common Stock (120000.0)	Indirect
2021-03-30	Class B Common Stock	$	J	9091	Acquired		Class A Common Stock (9091.0)	Indirect
2021-03-30	Class B Common Stock	$	J	245000	Acquired		Class A Common Stock (245000.0)	Indirect
2021-03-30	Class B Common Stock	$	J	772784	Acquired		Class A Common Stock (772784.0)	Direct
2021-03-30	Stock Option (Right to Buy)	$0.61	J	372435	Disposed	2024-02-28	Common Stock (372435.0)	Direct
2021-03-30	Stock Option (Right to Buy)	$0.61	J	372435	Acquired	2024-02-28	Class B Common Stock (372435.0)	Direct
2021-03-30	Stock Option (Right to Buy)	$0.86	J	1268454	Disposed	2024-12-02	Common Stock (1268454.0)	Direct
2021-03-30	Stock Option (Right to Buy)	$0.86	J	1268454	Acquired	2024-12-02	Class B Common Stock (1268454.0)	Direct
2021-03-30	Stock Option (Right to Buy)	$2.05	J	700000	Disposed	2027-10-03	Common Stock (700000.0)	Direct
2021-03-30	Stock Option (Right to Buy)	$2.05	J	700000	Acquired	2027-10-03	Class B Common Stock (700000.0)	Direct
2021-03-30	Stock Option (Right to Buy)	$2.05	J	1457638	Disposed	2029-03-21	Common Stock (1457638.0)	Direct
2021-03-30	Stock Option (Right to Buy)	$2.05	J	1457638	Acquired	2029-03-21	Class B Common Stock (1457638.0)	Direct
2021-03-30	Stock Option (Right to Buy)	$2.05	J	31560	Disposed	2030-08-25	Common Stock (31560.0)	Direct
2021-03-30	Stock Option (Right to Buy)	$2.05	J	31560	Acquired	2030-08-25	Class B Common Stock (31560.0)	Direct
2021-03-30	Stock Option (Right to Buy)	$2.05	J	878730	Disposed	2030-08-25	Common Stock (878730.0)	Direct
2021-03-30	Stock Option (Right to Buy)	$2.05	J	878730	Acquired	2030-08-25	Class B Common Stock (878730.0)	Direct

Footnotes

F1: Shares were held of record by James Reinhart as Trustee of the Costanoa 2018 Trust dated October 2, 2018.

F2: Shares held of record by James Reinhart and Michele Reinhart as Trustees of the Costanoa Family Trust dated July 22 2015 as amended.

F3: Shares held of record by James Reinhart, Trustee of the Costanoa 2019 Trust dated October 17, 2019

F4: Shares held of record by James Reinhart and Michele Reinhart as Trustees of The Costanoa 2017 Irrevocable GST Trust.

F5: These shares are owned directly by a trust for the benefit of Mr. Reinhart's family and of which the trustee is an independent institution. The Reporting Person disclaims Section 16 beneficial ownership of these securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.

F6: 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.

F7: Each share of Class B 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.

F8: Shares held of record by James Reinhart and Michele Reinhart as Trustees of The Costanoa 2017 Irrevocable Trust.

F9: Shares held of record by James Reinhart, Trustee of the Costanoa Trust dated August 7, 2020.

F10: The stock option vested in 24 equal monthly installments after January 1, 2014.

F11: The stock option vested in four equal annual installments after August 1, 2014.

F12: The stock option vests in 48 equal monthly installments after September 22, 2017, subject to the Reporting Person's continued service with the Issuer as of each vesting date.

F13: The stock option shall vest in 24 equal monthly installments after March 21, 2021, subject to the Reporting Person's continued service with the Issuer as of each vesting date.

F14: 50% of the shares subject to the option shall vest and become exercisable in 48 equal monthly installments commencing as of the First Tranche Vesting Commencement Date, subject to the Reporting Person's continued service with the Issuer through each such date. "First Tranche Vesting Commencement Date" means the later of January 1, 2021 or the Issuer's initial public offering. The remaining 50% of the shares subject to the option shall vest and become exercisable in 48 equal monthly installments commencing as of the Second Tranche Vesting Commencement Date, subject to the Reporting Person's continued service with the Issuer through each such date. "Second Tranche Vesting Commencement Date" means the later of January 1, 2022 or the one year anniversary of the Issuer's initial public offering.