Upfront Ventures Management, LLC - Aug 2, 2021 Form 4 Insider Report for ThredUp Inc. (TDUP)

Role: 10%+ Owner
Signature: UPFRONT VENTURES MANAGEMENT, LLC By: /s/ Dana Kibler, Chief Financial Officer
Stock symbol: TDUP
Transactions as of: Aug 2, 2021
Transactions value $: -$23,478,669
Form type: 4
Date filed: 8/2/2021, 07:21 PM
Next filing: Nov 12, 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	+171K		$0.00	171K	Aug 2, 2021	By Upfront Growth I, L.P.	F1, F2
transaction	TDUP	Class A Common Stock	Conversion of derivative security	$0	+257K		$0.00	257K	Aug 2, 2021	By Upfront Growth II, L.P.	F1, F2
transaction	TDUP	Class A Common Stock	Conversion of derivative security	$0	+554K		$0.00	554K	Aug 2, 2021	By Upfront IV, L.P.	F1, F2
transaction	TDUP	Class A Common Stock	Conversion of derivative security	$0	+31.8K		$0.00	31.8K	Aug 2, 2021	By Upfront IV Ancillary, L.P.	F1, F2
transaction	TDUP	Class A Common Stock	Sale	-$3.97M	-171K	-100%	$23.16^*	0	Aug 2, 2021	By Upfront Growth I, L.P.	F2, F3
transaction	TDUP	Class A Common Stock	Sale	-$5.95M	-257K	-100%	$23.16^*	0	Aug 2, 2021	By Upfront Growth II, L.P.	F2, F3
transaction	TDUP	Class A Common Stock	Sale	-$12.8M	-554K	-100%	$23.16^*	0	Aug 2, 2021	By Upfront IV, L.P.	F2, F3
transaction	TDUP	Class A Common Stock	Sale	-$735K	-31.8K	-100%	$23.16^*	0	Aug 2, 2021	By Upfront IV Ancillary, L.P.	F2, F3

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	-171K	-10%	$0.00	1.54M	Aug 2, 2021	Class A Common Stock	171K		By Upfront Growth I, L.P.	F1, F2, F4
transaction	TDUP	Class B Common Stock	Conversion of derivative security	$0	-257K	-10%	$0.00	2.31M	Aug 2, 2021	Class A Common Stock	257K		By Upfront Growth II, L.P.	F1, F2, F4
transaction	TDUP	Class B Common Stock	Conversion of derivative security	$0	-554K	-10%	$0.00	4.98M	Aug 2, 2021	Class A Common Stock	554K		By Upfront IV L.P.	F1, F2, F4
transaction	TDUP	Class B Common Stock	Conversion of derivative security	$0	-31.8K	-10%	$0.00	286K	Aug 2, 2021	Class A Common Stock	31.8K		By Upfront IV Ancillary, L.P.	F1, F2, F4

* 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 in connection with the registered public offering of shares of the Issuer's Class A Common Stock, pursuant to a final prospectus dated July 28, 2021, which offering was consummated on August 2, 2021.
F2	Upfront Growth GP I, LLC is the general partner of Upfront Growth I, L.P. ("Upfront Growth I"). Upfront Growth GP II, LLC is the general partner of Upfront Growth II, L.P. ("Upfront Growth II"). Upfront GP IV, L.P. is the general partner of Upfront IV, L.P. ("Upfront IV"). Upfront IV Ancillary GP, LLC is the general partner of Upfront IV Ancillary, L.P. ("Upfront IV Ancillary," and together with Upfront Growth I, Upfront Growth II and Upfront IV, the "Upfront Entities"). The Upfront Entities are managed by Upfront Ventures Management, LLC, which is controlled by Mark Suster and Yves Sisteron. Each of the Upfront Entities, their respective general partners, Upfront Ventures Management, LLC and Messrs. Suster and Sisteron disclaims beneficial ownership of the shares reported herein except to the extent of his or its respective pecuniary interest therein.
F3	Pursuant to an underwriting agreement and in connection with the registered public offering of shares of the Issuer's Class A Common Stock, pursuant to a final prospectus dated July 28, 2021, which offering was consummated on August 2, 2021, Upfront Growth I sold 171,414 shares of Class A Common Stock, Upfront Growth II sold 257,121 shares of Class A Common Stock, Upfront IV sold 553,526 shares of Class A Common Stock and Upfront IV Ancillary sold 31,751 shares of Class A Common Stock, each at a price per share of $23.1588 (after underwriting discounts and commissions). The Upfront Entities were selling stockholders in the registered public offering.
F4	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.