Trinity TVL X, LLC - 09 Aug 2023 Form 4 Insider Report for ThredUp Inc. (TDUP)

Role
10%+ Owner
Signature
Trinity TVL X, LLC By /s/ Lyle McCulloch, SVP Finance
Issuer symbol
TDUP
Transactions as of
09 Aug 2023
Net transactions value
-$775,984
Form type
4
Filing time
11 Aug 2023, 16:54:41 UTC
Previous filing
31 Jul 2023
SEC
View on sec.gov

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 +196,960 $0.000000 196,960 09 Aug 2023 By Trinity Ventures X, L.P. F1, F2, F3
transaction TDUP Class A Common Stock Conversion of derivative security $0 +1,948 $0.000000 1,948 09 Aug 2023 By Trinity X Entrepreneurs' Fund, L.P. F1, F2, F3
transaction TDUP Class A Common Stock Conversion of derivative security $0 +1,088 $0.000000 1,088 09 Aug 2023 By Trinity X Side-By-Side Fund, L.P. F1, F2, F3
transaction TDUP Class A Common Stock Sale $764,205 -196,960 -100% $3.88 0 09 Aug 2023 By Trinity Ventures X, L.P. F1, F3, F4
transaction TDUP Class A Common Stock Sale $7,558 -1,948 -100% $3.88 0 09 Aug 2023 By Trinity X Entrepreneurs' Fund, L.P. F1, F3, F4
transaction TDUP Class A Common Stock Sale $4,221 -1,088 -100% $3.88 0 09 Aug 2023 By Trinity X Side-By-Side Fund, L.P. F1, F3, F4
holding TDUP Class A Common Stock 47 09 Aug 2023 Direct F5
holding TDUP Class A Common Stock 957 09 Aug 2023 Direct F6
holding TDUP Class A Common Stock 1,031 09 Aug 2023 Direct F7

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 -196,960 -2.3% $0.000000 8,296,276 09 Aug 2023 Class A Common Stock 196,960 By Trinity Ventures X, L.P. F1, F2, F3, F8
transaction TDUP Class B Common Stock Conversion of derivative security $0 -1,948 -2.3% $0.000000 82,140 09 Aug 2023 Class A Common Stock 1,948 By Trinity X Entrepreneurs' Fund, L.P. F1, F2, F3, F8
transaction TDUP Class B Common Stock Conversion of derivative security $0 -1,088 -2.3% $0.000000 45,851 09 Aug 2023 Class A Common Stock 1,088 By Trinity X Side-By-Side Fund, L.P. F1, F2, F3, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 This transaction was made pursuant to a Rule 10b5-1 trading plan adopted on June 9, 2023.
F2 Each share of Class B Common Stock was converted into one share of Class A Common Stock for no additional consideration.
F3 Trinity TVL X, LLC is the General Partner of Trinity Ventures X, L.P., Trinity X Entrepreneurs Fund, L.P. and Trinity X Side-By-Side Fund, L.P. (collectively, the "Trinity Funds"), and the Management Members of Trinity TVL X, LLC share voting and dispositive power over the shares held by each of the Trinity Funds. The Management Members of Trinity TVL X, LLC are Ajay Chopra, Noel Fenton and Patricia Nakache. Each of Trinity TVL X, LLC, Mr. Chopra and Mr. Fenton disclaims beneficial ownership of the shares reported herein except to the extent of its or his respective pecuniary interest therein. Ms. Nakache is a director of the Issuer and files separate Section 16 reports.
F4 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.74 to $4.02 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
F5 Shares are directly held by TVL Management Corp ("TVL Corp"). Each of Ajay Chopra, Noel Fenton and Patricia Nakache is an executive officer and director of TVL Corp and shares voting and dispositive power over the shares held by TVL Corp. Each of Mr. Chopra and Mr. Fenton disclaims beneficial ownership of the shares reported herein except to the extent of his respective pecuniary interest therein. Ms. Nakache is a director of the Issuer and files separate Section 16 reports.
F6 Shares are directly held by Ajay Chopra.
F7 Shares are directly held by Noel J. Fenton.
F8 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.