Highland Management Partners VIII Ltd - Dec 1, 2021 Form 4 Insider Report for ThredUp Inc. (TDUP)

Role
10%+ Owner
Signature
HIGHLAND MANAGEMENT PARTNERS VIII LIMITED By: /s/ Jessica Healey, Authorized Officer
Stock symbol
TDUP
Transactions as of
Dec 1, 2021
Transactions value $
$0
Form type
4
Date filed
12/3/2021, 03:30 PM
Previous filing
Nov 2, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TDUP Class A Common Stock Conversion of derivative security $0 +431K $0.00 431K Dec 1, 2021 See Footnote F1, F2
transaction TDUP Class A Common Stock Conversion of derivative security $0 +104K $0.00 104K Dec 1, 2021 See Footnote F1, F3
transaction TDUP Class A Common Stock Conversion of derivative security $0 +152K $0.00 152K Dec 1, 2021 See Footnote F1, F4
transaction TDUP Class A Common Stock Conversion of derivative security $0 +13.1K $0.00 13.1K Dec 1, 2021 See Footnote F1, F5
transaction TDUP Class A Common Stock Other $0 -431K -100% $0.00* 0 Dec 1, 2021 See Footnote F2, F6
transaction TDUP Class A Common Stock Other $0 -104K -100% $0.00* 0 Dec 1, 2021 See Footnote F3, F6
transaction TDUP Class A Common Stock Other $0 -152K -100% $0.00* 0 Dec 1, 2021 See Footnote F4, F6
transaction TDUP Class A Common Stock Other $0 -13.1K -100% $0.00* 0 Dec 1, 2021 See Footnote F5, F6
transaction TDUP Class A Common Stock Other $0 +180K $0.00 180K Dec 1, 2021 See Footnote F7, F8
transaction TDUP Class A Common Stock Other $0 -180K -100% $0.00* 0 Dec 1, 2021 See Footnote F8, F9
transaction TDUP Class A Common Stock Other $0 +178 $0.00 178 Dec 1, 2021 See Footnote F10, F11
transaction TDUP Class A Common Stock Other $0 -178 -100% $0.00* 0 Dec 1, 2021 See Footnote F11, F12

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction TDUP Class B Common Stock Conversion of derivative security $0 -431K -20.87% $0.00 1.63M Dec 1, 2021 Class A Common Stock 431K See Footnote F1, F2, F13
transaction TDUP Class B Common Stock Conversion of derivative security $0 -104K -20.87% $0.00 396K Dec 1, 2021 Class A Common Stock 104K See Footnote F1, F3, F13
transaction TDUP Class B Common Stock Conversion of derivative security $0 -152K -20.87% $0.00 576K Dec 1, 2021 Class A Common Stock 152K See Footnote F1, F4, F13
transaction TDUP Class B Common Stock Conversion of derivative security $0 -13.1K -20.3% $0.00 51.5K Dec 1, 2021 Class A Common Stock 13.1K See Footnote F1, F5, F13
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Each share of Class B Common Stock was converted into one share of Class A Common Stock at the option of the holder.
F2 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 LP, HMP VII LLC and the Managing Members disclaims beneficial ownership over the shares held by Highland Capital VII to the extent of its or their respective pecuniary interests therein, if any.
F3 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 LP, HMP VII LLC and the Managing Members disclaims beneficial ownership over the shares held by Highland Capital VII-B to the extent of its or their respective pecuniary interests therein, if any.
F4 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 LP, HMP VII LLC and the Managing Members disclaims beneficial ownership over the shares held by Highland Capital VII-C to the extent of its or their respective pecuniary interests therein, if any.
F5 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 LP, HMP VII LLC 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.
F6 Represents a distribution, and not a purchase or sale, without additional consideration, by each of Highland Capital VII, Highland Capital VII-B, Highland Capital VII-C and Highland Entrepreneurs' Fund, as applicable, to its partners.
F7 Represents a change in the form of ownership of HMP VII LP by virtue of the receipt of shares in the in-kind distribution of Class A Common Stock of the Issuer for no consideration by each of Highland Capital VII, Highland Capital VII-B, Highland Capital VII-C and Highland Entrepreneurs' Fund. HMP VII LP received (i) 110,876 of such shares in the in-kind distribution made by Highland Capital VII, (ii) 26,868 of such shares in the in-kind distribution made by Highland Capital VII-B, (iii) 39,128 of such shares in the in-kind distribution made by Highland Capital VII-C and (iv) 3,335 of such shares in the in-kind distribution made by Highland Entrepreneurs' Fund.
F8 These shares are held of record by HMP VII LP. HMP VII LLC is the general partner of HMP VII LP, and the Managing Members are the managing members of HMP VII LLC. Each of HMP VII LLC and the Managing Members may be deemed to share voting, investment and dispositive power over the shares held by HMP VII LP and as a result may be deemed to have beneficial ownership over such shares. Each of HMP VII LLC and the Managing Members disclaims beneficial ownership over the shares held by HMP VII LP to the extent of their respective pecuniary interests therein, if any.
F9 Represents a pro-rata distribution, and not a purchase or sale, without additional consideration, by HMP VII LP to its partners.
F10 Represents a change in the form of ownership of Highland Employee Investment Fund VII Limited Partnership ("HEIF VII") by virtue of the receipt of shares in the in-kind distribution of Class A Common Stock of the Issuer for no consideration by Highland Entrepreneurs' Fund.
F11 These shares are held of record by HEIF VII. HMP VII LLC is the general partner of HEIF VII, and the Managing Members are the managing members of HMP VII LLC. Each of HMP VII LLC and the Managing Members may be deemed to share voting, investment and dispositive power over the shares held by HEIF VII and as a result may be deemed to have beneficial ownership over such shares. Each of HMP VII LLC and the Managing Members disclaims beneficial ownership over the shares held by HEIF VII to the extent of their respective pecuniary interests therein, if any.
F12 Represents a pro-rata distribution, and not a purchase or sale, without additional consideration, by HEIF VII to its partners.
F13 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.

Remarks:

Daniel J. Nova is a member of the Issuer's board of directors and files separate Section 16 reports. Due to SEC restrictions on the number of reporting persons, this is Form 1 of 2, being filed collectively by each of the undersigned Reporting Persons and Highland Management Partners VIII Limited Partnership, Highland Capital Partners VIII Limited Partnership, Highland Capital Partners VIII-B Limited Partnership, and Highland Capital Partners VIII-C Limited Partnership.