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: MATTHEWS NORMAN S (Director)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	123176	Direct
Common Stock	47783	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series D Preferred Stock	$		Common Stock (131890.0)		Direct
Series E Preferred Stock	$		Common Stock (95874.0)		Direct
Series E-1 Preferred Stock	$		Common Stock (31958.0)		Direct
Stock Option (Right to Buy)	$0.86	2024-12-02	Common Stock (262083.0)		Direct
Stock Option (Right to Buy)	$2.05	2028-09-16	Common Stock (131042.0)		Direct
Stock Option (Right to Buy)	$2.05	2030-08-25	Common Stock (30000.0)		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: Each share of Series D Preferred Stock, Series E Preferred Stock and Series E-1 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.

F3: The stock option vested in 48 equal monthly installments after August 1, 2014.

F4: The stock option vested in 24 equal monthly installments after August 2, 2018.