ThredUp Inc. — Director's Dealing 2021

Mar 31, 2021

SEC Form 3/A — Form 3/A

Issuer: ThredUp Inc. (TDUP)
CIK: 0001484778
Period of Report: 2021-03-25

Reporting Person: GS INVESTMENT STRATEGIES, LLC (10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	247474	Indirect
Common Stock	270040	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series E Preferred Stock	$		Common Stock (4026666)		Indirect
Series E Preferred Stock	$		Common Stock (4394418)		Indirect
Series E-1 Preferred Stock	$		Common Stock (764129)		Indirect
Series E-1 Preferred Stock	$		Common Stock (833799)		Indirect
Series F Preferred Stock	$		Common Stock (125039)		Indirect
Series F Preferred Stock	$		Common Stock (136440)		Indirect

Footnotes

F1: Immediately prior to the completion 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 shall be reclassified into one share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7. Class B Common Stock is convertible into Class A Common Stock at any time at the option of the holder.

F2: These shares are held of record by Global Private Opportunities Partners II LP ("GPO II LP"). GS Investment Strategies, LLC ("GSIS"), a limited liability company incorporated under the laws of Delaware, is the investment manager of the GPOP II. GSIS disclaims beneficial ownership of all shares of Common Stock in excess of their pecuniary interest, if any, and this report shall not be deemed an admission that any such person or entity is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

F3: These shares are held of record by Global Private Opportunities Partners II Offshore Holdings LP ("GPO II Offshore"). GSIS is the investment manager of the GPOP II Offshore. GSIS disclaims beneficial ownership of all shares of Common Stock in excess of their pecuniary interest, if any, and this report shall not be deemed an admission that any such person or entity is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

F4: Each share of Series E Preferred Stock, Series E-1 Preferred Stock and Series F Preferred Stock (collectively, the "Preferred Stock") shall automatically convert into one share of the Issuer's Common Stock, par value $0.0001 per share, on a one-for-one basis, immediately prior to the closing of the Issuer's initial public offering. The shares of Preferred Stock have no expiration date.