SEC Filing | ThredUp Inc.

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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Highland Management Partners VIII Ltd

(Last)

(First)

(Middle)

ONE BROADWAY

16TH FLOOR

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/25/2021

3. Issuer Name and Ticker or Trading Symbol
ThredUp Inc. [ TDUP ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock⁽¹⁾	23,441	I	See Footnote⁽²⁾
Common Stock⁽¹⁾	5,680	I	See Footnote⁽³⁾
Common Stock⁽¹⁾	8,272	I	See Footnote⁽⁴⁾
Common Stock⁽¹⁾	735	I	See Footnote⁽⁵⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock⁽¹⁾	110,343	⁽⁶⁾	I	See Footnote⁽²⁾
Series A Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock⁽¹⁾	26,738	⁽⁶⁾	I	See Footnote⁽³⁾
Series A Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock⁽¹⁾	38,939	⁽⁶⁾	I	See Footnote⁽⁴⁾
Series A Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock⁽¹⁾	3,458	⁽⁶⁾	I	See Footnote⁽⁵⁾
Series A-1 Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock⁽¹⁾	72,292	⁽⁶⁾	I	See Footnote⁽²⁾
Series A-1 Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock⁽¹⁾	17,518	⁽⁶⁾	I	See Footnote⁽³⁾
Series A-1 Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock⁽¹⁾	25,511	⁽⁶⁾	I	See Footnote⁽⁴⁾
Series A-1 Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock⁽¹⁾	2,265	⁽⁶⁾	I	See Footnote⁽⁵⁾
Series C Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock⁽¹⁾	1,343,565	⁽⁶⁾	I	See Footnote⁽²⁾
Series C Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock⁽¹⁾	325,572	⁽⁶⁾	I	See Footnote⁽³⁾
Series C Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock⁽¹⁾	474,136	⁽⁶⁾	I	See Footnote⁽⁴⁾
Series C Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock⁽¹⁾	42,100	⁽⁶⁾	I	See Footnote⁽⁵⁾
Series D Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock⁽¹⁾	364,449	⁽⁶⁾	I	See Footnote⁽²⁾
Series D Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock⁽¹⁾	88,313	⁽⁶⁾	I	See Footnote⁽³⁾
Series D Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock⁽¹⁾	128,611	⁽⁶⁾	I	See Footnote⁽⁴⁾
Series D Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock⁽¹⁾	11,420	⁽⁶⁾	I	See Footnote⁽⁵⁾
Series E Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock⁽¹⁾	230,374	⁽⁶⁾	I	See Footnote⁽²⁾
Series E Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock⁽¹⁾	55,824	⁽⁶⁾	I	See Footnote⁽³⁾
Series E Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock⁽¹⁾	81,297	⁽⁶⁾	I	See Footnote⁽⁴⁾
Series E Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock⁽¹⁾	7,219	⁽⁶⁾	I	See Footnote⁽⁵⁾
Series E-1 Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock⁽¹⁾	120,344	⁽⁶⁾	I	See Footnote⁽²⁾
Series E-1 Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock⁽¹⁾	29,162	⁽⁶⁾	I	See Footnote⁽³⁾
Series E-1 Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock⁽¹⁾	42,469	⁽⁶⁾	I	See Footnote⁽⁴⁾
Series E-1 Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock⁽¹⁾	3,771	⁽⁶⁾	I	See Footnote⁽⁵⁾
Series F Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock⁽¹⁾	28,132	⁽⁶⁾	I	See Footnote⁽²⁾
Series F Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock⁽¹⁾	6,817	⁽⁶⁾	I	See Footnote⁽³⁾
Series F Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock⁽¹⁾	9,928	⁽⁶⁾	I	See Footnote⁽⁴⁾
Series F Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock⁽¹⁾	882	⁽⁶⁾	I	See Footnote⁽⁵⁾

1. Name and Address of Reporting Person^*

Highland Management Partners VIII Ltd

(Last)

(First)

(Middle)

ONE BROADWAY

16TH FLOOR

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Highland Capital Partners VII LP

(Last)

(First)

(Middle)

ONE BROADWAY

16TH FLOOR

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

HIGHLAND CAPITAL PARTNERS VII-B L P

(Last)

(First)

(Middle)

ONE BROADWAY

16TH FLOOR

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Highland Capital Partners VII-C LP

(Last)

(First)

(Middle)

ONE BROADWAY

16TH FLOOR

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Highland Entrepreneurs Fund VII Limited Partnership

(Last)

(First)

(Middle)

ONE BROADWAY

16TH FLOOR

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Highland Management Partners VII Limited Partnership

(Last)

(First)

(Middle)

ONE BROADWAY

16TH FLOOR

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Highland Management Partners VII, LLC

(Last)

(First)

(Middle)

ONE BROADWAY

16TH FLOOR

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

Explanation of Responses:

1. Immediately prior to the completion of the Issuer's initial public offering and following the conversion of each series of the Issuer's convertible preferred stock into Common Stock, each share of Common Stock shall be reclassified into one share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7. Class B Common Stock is convertible into Class A Common Stock at any time at the option of the holder.

2. These shares are held of record by Highland Capital Partners VII Limited Partnership ("Highland Capital 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 Highland Capital VII. Robert J. Davis, Paul A. Maeder, Corey M. Mulloy and Daniel J. Nova, 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 Highland Capital VII and as a result may be deemed to have beneficial ownership over such shares. Each of HMP VII LLC, HMP VII LP and the Managing Members disclaims beneficial ownership over the shares held by Highland Capital VII to the extent of their respective pecuniary interests therein, if any.

3. These shares are held of record by Highland Capital Partners VII-B Limited Partnership ("Highland Capital VII-B"). HMP VII LLC is the general partner of HMP VII LP which is the general partner of Highland Capital 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 Highland Capital VII-B and as a result may be deemed to have beneficial ownership over such shares. Each of HMP VII LLC, HMP VII LP and the Managing Members disclaims beneficial ownership over the shares held by Highland Capital VII-B to the extent of their respective pecuniary interests therein, if any.

4. These shares are held of record by Highland Capital Partners VII-C Limited Partnership ("Highland Capital VII-C"). HMP VII LLC is the general partner of HMP VII LP which is the general partner of Highland Capital 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 Highland Capital VII-C and as a result may be deemed to have beneficial ownership over such shares. Each of HMP VII LLC, HMP VII LP and the Managing Members disclaims beneficial ownership over the shares held by Highland Capital VII-C to the extent of their respective pecuniary interests therein, if any.

5. These shares are held of record by Highland Entrepreneurs' Fund VII Limited Partnership ("Highland Entrepreneurs' Fund"). HMP VII LLC is the general partner of HMP VII LP which is the general partner of Highland Entrepreneurs' 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 Highland Entrepreneurs' Fund and as a result may be deemed to have beneficial ownership over such shares. Each of HMP VII LLC, HMP VII LP and the Managing Members disclaims beneficial ownership over the shares held by Highland Entrepreneurs' Fund to the extent of their respective pecuniary interests therein, if any.

6. Each share of Series A Preferred Stock, Series A-1 Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series E-1 Preferred Stock and Series F Preferred Stock (collectively, the "Preferred Stock") shall automatically convert into one share of the Issuer's Common Stock, par value $0.0001 per share, on a one-for-one basis, immediately prior to the closing of the Issuer's initial public offering. The shares of Preferred Stock have no expiration date.

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 1 of 2.

	By: /s/ Jessica Healey, Authorized Officer of Highland Management Partners VIII Limited	03/25/2021
	By: /s/ Jessica Healey, Authorized Manager of Highland Management Partners VII, LLC, the general partner of Highland Management Partners VII Limited Partnership	03/25/2021
	By: /s/ Jessica Healey, Authorized Manager of Highland Management Partners VII, LLC, the general partner of Highland Management Partners VII Limited Partnership, the general partner of Highland Capital Partners VII Limited Partnership	03/25/2021
	By: /s/ Jessica Healey, Authorized Manager of Highland Management Partners VII, LLC, the general partner of Highland Management Partners VII Limited Partnership, the general partner of Highland Capital Partners VII-B Limited Partnership	03/25/2021
	By: /s/ Jessica Healey, Authorized Manager of Highland Management Partners VII, LLC, the general partner of Highland Management Partners VII Limited Partnership, the general partner of Highland Capital Partners VII-C Limited Partnership	03/25/2021
	By: /s/ Jessica Healey, Authorized Manager of Highland Management Partners VII, LLC, the general partner of Highland Management Partners VII Limited Partnership, the general partner of Highland Entrepreneurs' Fund VII Limited Partnership	03/25/2021
	By: /s/ Jessica Healey, Authorized Manager of Highland Management Partners VII, LLC	03/25/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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