Highland Management Partners VIII Ltd - Aug 2, 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
Aug 2, 2021
Transactions value $
-$16,040,619
Form type
4
Date filed
8/2/2021, 07:51 PM
Next filing
Oct 26, 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 +503K $0.00 503K Aug 2, 2021 See Footnote F1, F2
transaction TDUP Class A Common Stock Conversion of derivative security $0 +7.79K $0.00 7.79K Aug 2, 2021 See Footnote F1, F3
transaction TDUP Class A Common Stock Conversion of derivative security $0 +182K $0.00 182K Aug 2, 2021 See Footnote F1, F4
transaction TDUP Class A Common Stock Sale -$11.6M -503K -100% $23.16* 0 Aug 2, 2021 See Footnote F2, F5
transaction TDUP Class A Common Stock Sale -$180K -7.79K -100% $23.16* 0 Aug 2, 2021 See Footnote F3, F5
transaction TDUP Class A Common Stock Sale -$4.22M -182K -100% $23.16* 0 Aug 2, 2021 See Footnote F4, F5

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 -503K -10% $0.00 4.52M Aug 2, 2021 Class A Common Stock 503K See Footnote F1, F2, F6
transaction TDUP Class B Common Stock Conversion of derivative security $0 -7.79K -10% $0.00 70.1K Aug 2, 2021 Class A Common Stock 7.79K See Footnote F1, F3, F6
transaction TDUP Class B Common Stock Conversion of derivative security $0 -182K -10% $0.00 1.64M Aug 2, 2021 Class A Common Stock 182K See Footnote F1, F4, F6
* 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 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 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, Highland Capital VIII sold 502,594 shares of Class A Common Stock, Highland Capital VIII-B sold 7,793 shares of Class A Common Stock and Highland Capital VIII-C sold 182,249 shares of Class A Common Stock, each at a price per share of $23.1588 (after underwriting discounts and commissions). Highland Capital VIII, Highland Capital VIII-B and Highland Capital VIII-C were selling stockholders in the registered public offering.
F6 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.