ThredUp Inc. — Director's Dealing 2021

Mar 25, 2021

SEC Form 3 — Initial Statement of Beneficial Ownership

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

Reporting Person: Reinhart James G. (Director, Chief Executive Officer)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	42299	Indirect
Common Stock	9091	Indirect
Common Stock	2238667	Indirect
Common Stock	245000	Indirect
Common Stock	300000	Indirect
Common Stock	120000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$0.61	2024-02-28	Common Stock (372435.0)		Direct
Stock Option (Right to Buy)	$0.86	2024-12-02	Common Stock (1268454.0)		Direct
Stock Option (Right to Buy)	$2.05	2027-10-03	Common Stock (700000.0)		Direct
Stock Option (Right to Buy)	$2.05	2029-03-21	Common Stock (1457638.0)		Direct
Stock Option (Right to Buy)	$2.05	2030-08-25	Common Stock (31560.0)		Direct
Stock Option (Right to Buy)	$2.05	2030-08-25	Common Stock (878730.0)		Direct

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: Shares held of record by James Reinhart, Trustee of the Costanoa 2019 Trust dated October 17, 2019.

F3: Shares held of record by James Reinhart and Michele Reinhart as Trustees of The Costanoa 2017 Irrevocable Trust.

F4: Shares held of record by James Reinhart and Michele Reinhart as Trustees of the Costanoa Family Trust dated July 22 2015 as amended.

F5: Shares held of record by James Reinhart, Trustee of the Costanoa Trust dated August 7, 2020.

F6: Shares held of record by James Reinhart and Michele Reinhart as Trustees of The Costanoa 2017 Irrevocable GST Trust.

F7: These shares are owned directly by a trust for the benefit of Mr. Reinhart's family and of which the trustee is an independent institution. The Reporting Person disclaims Section 16 beneficial ownership of these securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.

F8: The stock option vested in 24 equal monthly installments after January 1, 2014.

F9: The stock option vested in four equal annual installments after August 1, 2014.

F10: The stock option vests in 48 equal monthly installments after September 22, 2017, subject to the Reporting Person's continued service with the Issuer as of each vesting date.

F11: The stock option shall vest in 24 equal monthly installments after March 21, 2021, subject to the Reporting Person's continued service with the Issuer as of each vesting date.

F12: 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.