DANIEL J. NOVA - 02 Aug 2021 Form 4 Insider Report for ThredUp Inc. (TDUP)

Signature
/s/ Alon Rotem, Attorney-in-Fact
Issuer symbol
TDUP
Transactions as of
02 Aug 2021
Net transactions value
-$24,677,832
Form type
4
Filing time
02 Aug 2021, 19:55:32 UTC
Next filing
26 Oct 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 +229,293 $0.000000 229,293 02 Aug 2021 See Footnote F1, F2
transaction TDUP Class A Common Stock Conversion of derivative security $0 +55,562 $0.000000 55,562 02 Aug 2021 See Footnote F1, F3
transaction TDUP Class A Common Stock Conversion of derivative security $0 +80,916 $0.000000 80,916 02 Aug 2021 See Footnote F1, F4
transaction TDUP Class A Common Stock Conversion of derivative security $0 +502,594 $0.000000 502,594 02 Aug 2021 See Footnote F1, F5
transaction TDUP Class A Common Stock Conversion of derivative security $0 +7,793 $0.000000 7,793 02 Aug 2021 See Footnote F1, F6
transaction TDUP Class A Common Stock Conversion of derivative security $0 +182,249 $0.000000 182,249 02 Aug 2021 See Footnote F1, F7
transaction TDUP Class A Common Stock Conversion of derivative security $0 +7,185 $0.000000 7,185 02 Aug 2021 See Footnote F1, F8
transaction TDUP Class A Common Stock Sale $5,310,151 -229,293 -100% $23.16 0 02 Aug 2021 See Footnote F2, F9
transaction TDUP Class A Common Stock Sale $1,286,749 -55,562 -100% $23.16 0 02 Aug 2021 See Footnote F3, F9
transaction TDUP Class A Common Stock Sale $1,873,917 -80,916 -100% $23.16 0 02 Aug 2021 See Footnote F4, F9
transaction TDUP Class A Common Stock Sale $11,639,474 -502,594 -100% $23.16 0 02 Aug 2021 See Footnote F5, F9
transaction TDUP Class A Common Stock Sale $180,477 -7,793 -100% $23.16 0 02 Aug 2021 See Footnote F6, F9
transaction TDUP Class A Common Stock Sale $4,220,668 -182,249 -100% $23.16 0 02 Aug 2021 See Footnote F7, F9
transaction TDUP Class A Common Stock Sale $166,396 -7,185 -100% $23.16 0 02 Aug 2021 See Footnote F8, F9

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 -229,293 -10% $0.000000 2,063,647 02 Aug 2021 Class A Common Stock 229,293 See Footnote F1, F2, F10
transaction TDUP Class B Common Stock Conversion of derivative security $0 -55,562 -10% $0.000000 500,062 02 Aug 2021 Class A Common Stock 55,562 See Footnote F1, F3, F10
transaction TDUP Class B Common Stock Conversion of derivative security $0 -80,916 -10% $0.000000 728,247 02 Aug 2021 Class A Common Stock 80,916 See Footnote F1, F4, F10
transaction TDUP Class B Common Stock Conversion of derivative security $0 -502,594 -10% $0.000000 4,523,340 02 Aug 2021 Class A Common Stock 502,594 See Footnote F1, F5, F10
transaction TDUP Class B Common Stock Conversion of derivative security $0 -7,793 -10% $0.000000 70,129 02 Aug 2021 Class A Common Stock 7,793 See Footnote F1, F6, F10
transaction TDUP Class B Common Stock Conversion of derivative security $0 -182,249 -10% $0.000000 1,640,248 02 Aug 2021 Class A Common Stock 182,249 See Footnote F1, F7, F10
transaction TDUP Class B Common Stock Conversion of derivative security $0 -7,185 -10% $0.000000 64,665 02 Aug 2021 Class A Common Stock 7,185 See Footnote F1, F8, F10
* 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 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. Robert J. Davis, Paul A. Maeder, Corey M. Mulloy and the Reporting Person, a member of the Issuer's board of directors (collectively, the "Managing Members"), are the managing members of HMP VII LLC. Each of HMP VII LP, HMP VII LLC and the Managing Members 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 Managing Members disclaims beneficial ownership over the shares held by HC VII to the extent of its or their respective pecuniary interests therein, if any.
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 Managing Members are the managing members of HMP VII LLC. Each of HMP VII LP, HMP VII LLC and the Managing Members 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 Managing Members disclaims beneficial ownership over the shares held by HC VII-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 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 Managing Members are the managing members of HMP VII LLC. Each of HMP VII LP, HMP VII LLC and the Managing Members 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 Managing Members disclaims beneficial ownership over the shares held by HC VII-C to the extent of its or their respective pecuniary interests therein, if any.
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. Robert J. Davis, Paul A. Maeder, Corey M. Mulloy and the Reporting Person, 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 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 HMP VIII Ltd Directors disclaims beneficial ownership over the shares held by HC VIII to the extent of its or their respective pecuniary interests therein, if any.
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 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 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 HMP VIII Ltd Directors disclaims beneficial ownership over the shares held by HC VIII-B to the extent of its or their respective pecuniary interests therein, if any.
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 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 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 HMP VIII Ltd Directors disclaims beneficial ownership over the shares held by HC VIII-C to the extent of its or their respective pecuniary interests therein, if any.
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 Managing Members are the managing members of HMP VII LLC. Each of HMP VII LP, HMP VII LLC and the Managing Members 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 Managing Members disclaims beneficial ownership over the shares held by HE Fund to the extent of their respective pecuniary interests therein, if any.
F9 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, HC VII sold 229,293 shares of Class A Common Stock, HC VII-B sold 55,562 shares of Class A Common Stock, HC VII-C sold 80,916 shares of Class A Common Stock, HC VIII sold 502,594 shares of Class A Common Stock, HC VIII-B sold 7,793 shares of Class A Common Stock, HC VIII-C sold 182,249 shares of Class A Common Stock and HE Fund sold 7,185 shares of Class A Common Stock, each at a price per share of $23.1588 (after underwriting discounts and commissions). HC VII, HC VII-B, HC VII-C, HC VIII, HC VIII-B, HC VIII-C and HE Fund were selling stockholders in the registered public offering.
F10 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.