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: Homer Christopher (Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-10-02	Common Stock	M	9375	$2.05	Acquired	1948968	Direct
2020-10-08	Common Stock	G	250000	—	Disposed	1698968	Direct
2020-10-08	Common Stock	G	250000	—	Acquired	250000	Indirect
2021-03-03	Common Stock	M	31904	$2.05	Acquired	1730872	Direct
2021-03-30	Common Stock	J	1730872	—	Disposed	0	Direct
2021-03-30	Common Stock	J	250000	—	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-30	Class B Common Stock	$	J	1730872	Acquired		Class A Common Stock (1730872.0)	Direct
2021-03-30	Class B Common Stock	$	J	250000	Acquired		Class A Common Stock (250000.0)	Indirect
2020-10-02	Stock Option (Right to Buy)	$2.05	M	9375	Disposed	2027-10-03	Common Stock (9375.0)	Direct
2021-03-03	Stock Option (Right to Buy)	$2.05	M	9376	Disposed	2027-10-03	Common Stock (9376.0)	Direct
2021-03-03	Stock Option (Right to Buy)	$2.05	M	22528	Disposed	2030-08-25	Common Stock (22528.0)	Direct
2021-03-30	Stock Option (Right to Buy)	$2.05	J	32813	Disposed	2027-10-03	Common Stock (32813.0)	Direct
2021-03-30	Stock Option (Right to Buy)	$2.05	J	32813	Acquired	2027-10-03	Class B Common Stock (32813.0)	Direct
2021-03-30	Stock Option (Right to Buy)	$2.05	J	613718	Disposed	2029-05-21	Common Stock (613718.0)	Direct
2021-03-30	Stock Option (Right to Buy)	$2.05	J	613718	Acquired	2029-05-21	Class B Common Stock (613718.0)	Direct
2021-03-30	Stock Option (Right to Buy)	$2.05	J	387855	Disposed	2030-08-25	Common Stock (387855.0)	Direct
2021-03-30	Stock Option (Right to Buy)	$2.05	J	387855	Acquired	2021-08-25	Class B Common Stock (387855.0)	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: The stock option vests in 48 equal monthly installments after September 22, 2017, subject to the Reporting Person's continued service to the Issuer as of each vesting date.

F4: The stock option vests in 24 equal monthly installments after May 15, 2021, subject to the Reporting Person's continued service to the Issuer as of each vesting date.

F5: 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.