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: Sobers Sean (Chief Financial Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-30	Stock Option (Right to Buy)	$2.05	J	860000	Disposed	2029-10-24	Common Stock (860000.0)	Direct
2021-03-30	Stock Option (Right to Buy)	$2.05	J	860000	Acquired	2029-10-24	Class B Common Stock (860000.0)	Direct
2021-03-30	Stock Option (Right to Buy)	$2.05	J	20480	Disposed	2030-08-25	Common Stock (20480.0)	Direct
2021-03-30	Stock Option (Right to Buy)	$2.05	J	20480	Acquired	2030-08-25	Class B Common Stock (20480.0)	Direct
2021-03-30	Stock Option (Right to Buy)	$2.05	J	393380	Disposed	2030-08-25	Common Stock (393380.0)	Direct
2021-03-30	Stock Option (Right to Buy)	$2.05	J	393380	Acquired	2030-08-25	Class B Common Stock (393380.0)	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: 20% of this stock option vested on October 21, 2020 and the remainder vests in 48 equal monthly installments thereafter, subject to the Reporting Person's continued service with the Issuer through each such vesting date.

F3: 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.

F4: 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.