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: MATTHEWS NORMAN S (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-30	Common Stock	J	123176	—	Disposed	0	Direct
2021-03-30	Common Stock	J	47783	—	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-30	Series D Preferred Stock	$	C	131890	Disposed		Common Stock (131890.0)	Direct
2021-03-30	Series E Preferred Stock	$	C	95874	Disposed		Common Stock (95874.0)	Direct
2021-03-30	Series E-1 Preferred Stock	$	C	31958	Disposed		Common Stock (31958.0)	Direct
2021-03-30	Class B Common Stock	$	J	382898	Acquired		Class A Common Stock (382898.0)	Direct
2021-03-30	Class B Common Stock	$	J	47783	Acquired		Class A Common Stock (47783.0)	Indirect
2021-03-30	Stock Option (Right to Buy)	$0.86	J	262083	Disposed	2024-12-02	Common Stock (262083.0)	Direct
2021-03-30	Stock Option (Right to Buy)	$0.86	J	262083	Acquired	2028-12-02	Class B Common Stock (262083.0)	Direct
2021-03-30	Stock Option (Right to Buy)	$2.05	J	131042	Disposed	2028-09-16	Common Stock (131042.0)	Direct
2021-03-30	Stock Option (Right to Buy)	$2.05	J	131042	Acquired	2028-09-16	Class B Common Stock (131042.0)	Direct
2021-03-30	Stock Option (Right to Buy)	$2.05	J	30000	Disposed	2030-08-25	Common Stock (30000.0)	Direct
2021-03-30	Stock Option (Right to Buy)	$2.05	J	30000	Acquired	2030-08-25	Class B Common Stock (30000.0)	Direct

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

F4: The stock option vested in 48 equal monthly installments after August 1, 2014.

F5: The stock option vested in 24 equal monthly installments after August 2, 2018.