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: Highland Management Partners VIII Ltd (10% Owner)
Reporting Person: Highland Capital Partners VII LP (10% Owner)
Reporting Person: HIGHLAND CAPITAL PARTNERS VII-B L P (10% Owner)
Reporting Person: Highland Capital Partners VII-C LP (10% Owner)
Reporting Person: Highland Entrepreneurs Fund VII Limited Partnership (10% Owner)
Reporting Person: Highland Management Partners VII Limited Partnership (10% Owner)
Reporting Person: Highland Management Partners VII, LLC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-30	Common Stock	J	23441	—	Disposed	0	Indirect
2021-03-30	Common Stock	J	5680	—	Disposed	0	Indirect
2021-03-30	Common Stock	J	8272	—	Disposed	0	Indirect
2021-03-30	Common Stock	J	735	—	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-30	Series A Preferred Stock	$	C	110343	Disposed		Common Stock (110343.0)	Indirect
2021-03-30	Series A Preferred Stock	$	C	26738	Disposed		Common Stock (26738.0)	Indirect
2021-03-30	Series A Preferred Stock	$	C	38939	Disposed		Common Stock (38939.0)	Indirect
2021-03-30	Series A Preferred Stock	$	C	3458	Disposed		Common Stock (3458.0)	Indirect
2021-03-30	Series A-1 Preferred Stock	$	C	72292	Disposed		Common Stock (72292.0)	Indirect
2021-03-30	Series A-1 Preferred Stock	$	C	17518	Disposed		Common Stock (17518.0)	Indirect
2021-03-30	Series A-1 Preferred Stock	$	C	25511	Disposed		Common Stock (25511.0)	Indirect
2021-03-30	Series A-1 Preferred Stock	$	C	2265	Disposed		Common Stock (2265.0)	Indirect
2021-03-30	Series C Preferred Stock	$	C	1343565	Disposed		Common Stock (1343565.0)	Indirect
2021-03-30	Series C Preferred Stock	$	C	325572	Disposed		Common Stock (325572.0)	Indirect
2021-03-30	Series C Preferred Stock	$	C	474136	Disposed		Common Stock (474136.0)	Indirect
2021-03-30	Series C Preferred Stock	$	C	42100	Disposed		Common Stock (42100.0)	Indirect
2021-03-30	Series D Preferred Stock	$	C	364449	Disposed		Common Stock (364449.0)	Indirect
2021-03-30	Series D Preferred Stock	$	C	88313	Disposed		Common Stock (88313.0)	Indirect
2021-03-30	Series D Preferred Stock	$	C	128611	Disposed		Common Stock (128611.0)	Indirect
2021-03-30	Series D Preferred Stock	$	C	11420	Disposed		Common Stock (11420.0)	Indirect
2021-03-30	Series E Preferred Stock	$	C	230374	Disposed		Common Stock (230374.0)	Indirect
2021-03-30	Series E Preferred Stock	$	C	55824	Disposed		Common Stock (55824.0)	Indirect
2021-03-30	Series E Preferred Stock	$	C	81297	Disposed		Common Stock (81297.0)	Indirect
2021-03-30	Series E Preferred Stock	$	C	7219	Disposed		Common Stock (7219.0)	Indirect
2021-03-30	Series E-1 Preferred Stock	$	C	120344	Disposed		Common Stock (120344.0)	Indirect
2021-03-30	Series E-1 Preferred Stock	$	C	29162	Disposed		Common Stock (29162.0)	Indirect
2021-03-30	Series E-1 Preferred Stock	$	C	42469	Disposed		Common Stock (42469.0)	Indirect
2021-03-30	Series E-1 Preferred Stock	$	C	3771	Disposed		Common Stock (3771.0)	Indirect
2021-03-30	Series F Preferred Stock	$	C	28132	Disposed		Common Stock (28132.0)	Indirect
2021-03-30	Series F Preferred Stock	$	C	6817	Disposed		Common Stock (6817.0)	Indirect
2021-03-30	Series F Preferred Stock	$	C	9928	Disposed		Common Stock (9928.0)	Indirect
2021-03-30	Series F Preferred Stock	$	C	882	Disposed		Common Stock (882.0)	Indirect

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 Common Stock 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: These shares are held of record by Highland Capital Partners VII Limited Partnership ("Highland Capital VII"). Highland Management Partners VII, LLC ("HMP VII LLC") is the general partner of Highland Management Partners VII Limited Partnership ("HMP VII LP") which is the general partner of Highland Capital VII. Robert J. Davis, Paul A. Maeder, Corey M. Mulloy and Daniel J. Nova, a member of the Issuer's board of directors (collectively, the "Managing Members"), are the managing members of HMP VII LLC. Each of HMP VII LP, HMP VII LLC and the Managing Members may be deemed to share voting, investment and dispositive power over the shares held by Highland Capital VII and as a result may be deemed to have beneficial ownership over such shares. Each of HMP VII LLC, HMP VII LP and the Managing Members disclaims beneficial ownership over the shares held by Highland Capital VII to the extent of their respective pecuniary interests therein, if any.

F4: These shares are held of record by Highland Capital Partners VII-B Limited Partnership ("Highland Capital VII-B"). HMP VII LLC is the general partner of HMP VII LP which is the general partner of Highland Capital VII-B. The Managing Members are the managing members of HMP VII LLC. Each of HMP VII LP, HMP VII LLC and the Managing Members may be deemed to share voting, investment and dispositive power over the shares held by Highland Capital VII-B and as a result may be deemed to have beneficial ownership over such shares. Each of HMP VII LLC, HMP VII LP and the Managing Members disclaims beneficial ownership over the shares held by Highland Capital VII-B to the extent of their respective pecuniary interests therein, if any.

F5: These shares are held of record by Highland Capital Partners VII-C Limited Partnership ("Highland Capital VII-C"). HMP VII LLC is the general partner of HMP VII LP which is the general partner of Highland Capital VII-C. The Managing Members are the managing members of HMP VII LLC. Each of HMP VII LP, HMP VII LLC and the Managing Members may be deemed to share voting, investment and dispositive power over the shares held by Highland Capital VII-C and as a result may be deemed to have beneficial ownership over such shares. Each of HMP VII LLC, HMP VII LP and the Managing Members disclaims beneficial ownership over the shares held by Highland Capital VII-C to the extent of their respective pecuniary interests therein, if any.

F6: These shares are held of record by Highland Entrepreneurs' Fund VII Limited Partnership ("Highland Entrepreneurs' Fund"). HMP VII LLC is the general partner of HMP VII LP which is the general partner of Highland Entrepreneurs' Fund. The Managing Members are the managing members of HMP VII LLC. Each of HMP VII LP, HMP VII LLC and the Managing Members may be deemed to share voting, investment and dispositive power over the shares held by Highland Entrepreneurs' Fund and as a result may be deemed to have beneficial ownership over such shares. Each of HMP VII LLC, HMP VII LP and the Managing Members disclaims beneficial ownership over the shares held by Highland Entrepreneurs' Fund to the extent of their respective pecuniary interests therein, if any.

F7: Immediately prior to the closing of the Issuer's initial public offering, each share of Series A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series E-1 Preferred Stock and Series F 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.