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, 03:31 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 +943K $0.00 943K Dec 1, 2021 See Footnote F1, F2
transaction TDUP Class A Common Stock Conversion of derivative security $0 +14.6K $0.00 14.6K Dec 1, 2021 See Footnote F1, F3
transaction TDUP Class A Common Stock Conversion of derivative security $0 +342K $0.00 342K Dec 1, 2021 See Footnote F1, F4
transaction TDUP Class A Common Stock Other $0 -943K -100% $0.00* 0 Dec 1, 2021 See Footnote F2, F5
transaction TDUP Class A Common Stock Other $0 -14.6K -100% $0.00* 0 Dec 1, 2021 See Footnote F3, F5
transaction TDUP Class A Common Stock Other $0 -342K -100% $0.00* 0 Dec 1, 2021 See Footnote F4, F5
transaction TDUP Class A Common Stock Other $0 +26K $0.00 26K Dec 1, 2021 See Footnote F6, F7
transaction TDUP Class A Common Stock Other $0 -26K -100% $0.00* 0 Dec 1, 2021 See Footnote F7, F8

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 -943K -20.85% $0.00 3.58M Dec 1, 2021 Class A Common Stock 943K See Footnote F1, F2, F9
transaction TDUP Class B Common Stock Conversion of derivative security $0 -14.6K -20.85% $0.00 55.5K Dec 1, 2021 Class A Common Stock 14.6K See Footnote F1, F3, F9
transaction TDUP Class B Common Stock Conversion of derivative security $0 -342K -20.85% $0.00 1.3M Dec 1, 2021 Class A Common Stock 342K See Footnote F1, F4, F9
* 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 VIII Limited Partnership ("Highland Capital 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 Highland Capital VIII. Robert J. Davis, Paul A. Maeder, Corey M. Mulloy and Daniel J. Nova, a member of the Issuer's board of directors (collectively, the "HMP VIII Ltd Directors"), are the directors of HMP VIII Ltd. Each of HMP VIII LP, HMP VIII Ltd and the HMP VIII Ltd Directors may be deemed to share voting, investment and dispositive power over the shares held by Highland Capital 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 HMP VIII Ltd Directors disclaims beneficial ownership over the shares held by Highland Capital VIII to the extent of its or their respective pecuniary interests therein, if any.
F3 These shares are held of record by Highland Capital Partners VIII-B Limited Partnership ("Highland Capital VIII-B"). HMP VIII Ltd is the general partner of HMP VIII LP, which is the general partner of Highland Capital VIII-B. The HMP VIII Ltd Directors are the directors of HMP VIII Ltd. Each of HMP VIII LP, HMP VIII Ltd and the HMP VIII Ltd Directors may be deemed to share voting, investment and dispositive power over the shares held by Highland Capital 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 HMP VIII Ltd Directors disclaims beneficial ownership over the shares held by Highland Capital VIII-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 VIII-C Limited Partnership ("Highland Capital VIII-C"). HMP VIII Ltd is the general partner of HMP VIII LP, which is the general partner of Highland Capital VIII-C. The HMP VIII Ltd Directors are the directors of HMP VIII Ltd. Each of HMP VIII LP, HMP VIII Ltd and the HMP VIII Ltd Directors may be deemed to share voting, investment and dispositive power over the shares held by Highland Capital 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 HMP VIII Ltd Directors disclaims beneficial ownership over the shares held by Highland Capital VIII-C to the extent of its or their respective pecuniary interests therein, if any.
F5 Represents a pro-rata distribution, and not a purchase or sale, without additional consideration, by each of Highland Capital VIII, Highland Capital VIII-B and Highland Capital VIII-C, as applicable, to its partners.
F6 Represents a change in the form of ownership of HMP VIII LP by virtue of the receipt of shares in the pro-rata in-kind distribution of Class A Common Stock of the Issuer for no consideration by each of Highland Capital VIII, Highland Capital VIII-B and Highland Capital VIII-C. HMP VIII LP received (i) 18,867 of such shares in the pro-rata in-kind distribution made by Highland Capital VIII, (ii) 292 of such shares in the pro-rata in-kind distribution made by Highland Capital VIII-B, and (iii) 6,841 of such shares in the pro-rata in-kind distribution made by Highland Capital VIII-C.
F7 These shares are held of record by HMP VIII LP. HMP VIII Ltd is the general partner of HMP VIII LP and the HMP VIII Ltd Directors are the directors of HMP VIII Ltd. Each of HMP VIII Ltd and the HMP VIII Ltd Directors 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 HMP VIII Ltd Directors disclaims beneficial ownership over the shares held by HMP VIII LP to the extent of its or their respective pecuniary interests therein, if any.
F8 Represents a pro-rata distribution, and not a purchase or sale, without additional consideration, by HMP VIII LP to its partners.
F9 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 2 of 2, being filed collectively by each of the undersigned Reporting Persons and Highland Management Partners VII, LLC, Highland Management Partners VII Limited Partnership, Highland Capital Partners VII Limited Partnership, Highland Capital Partners VII-B Limited Partnership, Highland Capital Partners VII-C Limited Partnership, and Highland Entrepreneurs' Fund VII Limited Partnership.