Daniel J. Nova - 01 Dec 2021 Form 4 Insider Report for ThredUp Inc. (TDUP)

Footnote F1

Each share of Class B Common Stock was converted into one share of Class A Common Stock at the option of the holder.

Footnote F2

These shares are held of record by Highland Capital Partners VII Limited Partnership ("HC 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 HC VII. The Reporting Person is a managing member of HMP VII LLC. Each of HMP VII LP, HMP VII LLC and the Reporting Person may be deemed to share voting, investment and dispositive power over the shares held by HC 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 Reporting Person disclaims beneficial ownership over the shares held by HC VII to the extent of its or their respective pecuniary interests therein, if any.

Footnote F3

These shares are held of record by Highland Capital Partners VII-B Limited Partnership ("HC VII-B"). HMP VII LLC is the general partner of HMP VII LP, which is the general partner of HC VII-B. The Reporting Person is a managing member of HMP VII LLC. Each of HMP VII LP, HMP VII LLC and the Reporting Person may be deemed to share voting, investment and dispositive power over the shares held by HC 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 Reporting Person disclaims beneficial ownership over the shares held by HC VII-B to the extent of its or their respective pecuniary interests therein, if any.

Footnote F4

These shares are held of record by Highland Capital Partners VII-C Limited Partnership ("HC VII-C"). HMP VII LLC is the general partner of HMP VII LP, which is the general partner of HC VII-C. The Reporting Person is a managing member of HMP VII LLC. Each of HMP VII LP, HMP VII LLC and the Reporting Person may be deemed to share voting, investment and dispositive power over the shares held by HC 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 Reporting Person disclaims beneficial ownership over the shares held by HC VII-C to the extent of its or their respective pecuniary interests therein, if any.

Footnote F5

These shares are held of record by Highland Capital Partners VIII Limited Partnership ("HC VIII"). Highland Management Partners VIII Limited ("HMP VIII Ltd") is the general partner of Highland Management Partners VIII Limited Partnership ("HMP VIII LP"), which is the general partner of HC VIII. The Reporting Person is a director of HMP VIII Ltd. Each of HMP VIII LP, HMP VIII Ltd and the Reporting Person may be deemed to share voting, investment and dispositive power over the shares held by HC VIII and as a result may be deemed to have beneficial ownership over such shares. Each of HMP VIII LP, HMP VIII Ltd and the Reporting Person disclaims beneficial ownership over the shares held by HC VIII to the extent of its or their respective pecuniary interests therein, if any.

Footnote F6

These shares are held of record by Highland Capital Partners VIII-B Limited Partnership ("HC VIII-B"). HMP VIII Ltd is the general partner of HMP VIII LP, which is the general partner of HC VIII-B. The Reporting Person is a director of HMP VIII Ltd. Each of HMP VIII LP, HMP VIII Ltd and the Reporting Person may be deemed to share voting, investment and dispositive power over the shares held by HC VIII-B and as a result may be deemed to have beneficial ownership over such shares. Each of HMP VIII LP, HMP VIII Ltd and the Reporting Person disclaims beneficial ownership over the shares held by HC VIII-B to the extent of its or their respective pecuniary interests therein, if any.

Footnote F7

These shares are held of record by Highland Capital Partners VIII-C Limited Partnership ("HC VIII-C"). HMP VIII Ltd is the general partner of HMP VIII LP, which is the general partner of HC VIII-C. The Reporting Person is a director of HMP VIII Ltd. Each of HMP VIII LP, HMP VIII Ltd and the Reporting Person may be deemed to share voting, investment and dispositive power over the shares held by HC VIII-C and as a result may be deemed to have beneficial ownership over such shares. Each of HMP VIII LP, HMP VIII Ltd and the Reporting Person disclaims beneficial ownership over the shares held by HC VIII-C to the extent of its or their respective pecuniary interests therein, if any.

Footnote F8

These shares are held of record by Highland Entrepreneurs' Fund VII Limited Partnership ("HE Fund"). HMP VII LLC is the general partner of HMP VII LP, which is the general partner of HE Fund. The Reporting Person is a managing member of HMP VII LLC. Each of HMP VII LP, HMP VII LLC and the Reporting Person may be deemed to share voting, investment and dispositive power over the shares held by HE 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 Reporting Person disclaims beneficial ownership over the shares held by HE Fund to the extent of its or their respective pecuniary interests therein, if any.

Footnote F9

Represents a distribution, and not a purchase or sale, without additional consideration, by each of HC VII, HC VII-B, HC VII-C, HC VIII, HC VIII-B, HC VIII-C and HE Fund, as applicable, to its partners.

Footnote F10

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 HC VII, HC VII-B, HC VII-C and HE Fund. HMP VII LP received (i) 110,876 of such shares in the in-kind distribution made by HC VII, (ii) 26,868 of such shares in the in-kind distribution made by HC VII-B, (iii) 39,128 of such shares in the in-kind distribution made by HC VII-C and (iv) 3,335 of such shares in the in-kind distribution made by HE Fund.

Footnote F11

These shares are held of record by HMP VII LP. HMP VII LLC is the general partner of HMP VII LP, and the Reporting Person is a managing member of HMP VII LLC. Each of HMP VII LLC and the Reporting Person 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 Reporting Person disclaims beneficial ownership over the shares held by HMP VII LP to the extent of their respective pecuniary interests therein, if any.

Footnote F12

Represents a pro-rata distribution, and not a purchase or sale, without additional consideration, by HMP VII LP to its partners.

Footnote F13

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 HE Fund.

Footnote F14

These shares are held of record by HEIF VII. HMP VII LLC is the general partner of HEIF VII, and the Reporting Person is a managing member of HMP VII LLC. Each of HMP VII LLC and the Reporting Person 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 Reporting Person disclaims beneficial ownership over the shares held by HEIF VII to the extent of their respective pecuniary interests therein, if any.

Footnote F15

Represents a pro-rata distribution, and not a purchase or sale, without additional consideration, by HEIF VII to its partners.

Footnote F16

Represents a change in the form of ownership of HMP VIII 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 HC VIII, HC VIII-B and HC VIII-C. HMP VIII LP received (i) 18,867 of such shares in the in-kind distribution made by HC VIII, (ii) 292 of such shares in the in-kind distribution made by HC VIII-B, and (iii) 6,841 of such shares in the in-kind distribution made by HC VIII-C.

Footnote F17

These shares are held of record by HMP VIII LP. HMP VIII Ltd is the general partner of HMP VIII LP and the Reporting Person is a director of HMP VIII Ltd. Each of HMP VIII Ltd and the Reporting Person may be deemed to share voting, investment and dispositive power over the shares held by HMP VIII LP and as a result may be deemed to have beneficial ownership over such shares. Each of HMP VIII Ltd and the Reporting Person disclaims beneficial ownership over the shares held by HMP VIII LP to the extent of its or their respective pecuniary interests therein, if any.

Footnote F18

Represents a pro-rata distribution, and not a purchase or sale, without additional consideration, by HMP VIII LP to its partners.

Footnote F19

Represents a change in the form of ownership of the Reporting Person by virtue of receipt of shares as a result of the pro-rata in-kind distribution of voting common stock of the Issuer for no consideration by each of HMP VII LP and HMP VIII LP. The Reporting Person received (i) 21,258 of such shares in the pro-rata in-kind distribution made by HMP VII LP and (iv) 3,353 of such shares in the pro-rata in-kind distribution made by HMP VIII LP.

Footnote F20

Represents a change in the form of ownership of Nova Family Enterprises by virtue of receipt of shares as a result of the pro-rata in-kind distribution of voting common stock of the Issuer for no consideration by HMP VII LP.

Footnote F21

Shares held by Nova Family Enterprises.

Footnote F22

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.