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: Rotem Alon (Chief Legal Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-10-30	Common Stock	M	5518	$2.05	Acquired	20396	Direct
2021-03-30	Common Stock	J	20396	—	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-30	Class B Common Stock	$	J	20396	Acquired		Class A Common Stock (20396.0)	Direct
2020-10-30	Stock Option (Right to Buy)	$2.05	M	5518	Disposed	2026-11-30	Common Stock (5518.0)	Direct
2021-03-30	Stock Option (Right to Buy)	$2.05	J	133835	Disposed	2026-11-30	Common Stock (133835.0)	Direct
2021-03-30	Stock Option (Right to Buy)	$2.05	J	133835	Acquired	2026-11-30	Class B Common Stock (133835.0)	Direct
2021-03-30	Stock Option (Right to Buy)	$2.05	J	165000	Disposed	2030-02-18	Common Stock (165000.0)	Direct
2021-03-30	Stock Option (Right to Buy)	$2.05	J	165000	Acquired	2030-02-18	Class B Common Stock (165000.0)	Direct
2021-03-30	Stock Option (Right to Buy)	$2.05	J	236725	Disposed	2030-08-25	Common Stock (236725.0)	Direct
2021-03-30	Stock Option (Right to Buy)	$2.05	J	236725	Acquired	2030-08-25	Class B Common Stock (236725.0)	Direct
2021-03-30	Stock Option (Right to Buy)	$2.05	J	18012	Disposed	2030-08-25	Common Stock (18012.0)	Direct
2021-03-30	Stock Option (Right to Buy)	$2.05	J	18012	Acquired	2030-08-25	Class B Common Stock (18012.0)	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 vested over four years after November 3, 2016.

F4: The stock option vests in 48 equal monthly installments after September 1, 2019, 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.