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^*

Redpoint Ventures IV, L.P.

(Last)

(First)

(Middle)

2969 WOODSIDE ROAD

(Street)

WOODSIDE

94062

(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⁾	2,905	I	By Redpoint Associates IV, LLC⁽²⁾
Common Stock⁽¹⁾	113,298	D

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	⁽³⁾	⁽³⁾	Common Stock⁽¹⁾	1,478	⁽³⁾	I	By Redpoint Associates IV, LLC⁽²⁾
Series A Preferred Stock	⁽³⁾	⁽³⁾	Common Stock⁽¹⁾	57,634	⁽³⁾	D
Series A-1 Preferred Stock	⁽³⁾	⁽³⁾	Common Stock⁽¹⁾	968	⁽³⁾	I	By Redpoint Associates IV, LLC⁽²⁾
Series A-1 Preferred Stock	⁽³⁾	⁽³⁾	Common Stock⁽¹⁾	37,760	⁽³⁾	D
Series B Preferred Stock	⁽³⁾	⁽³⁾	Common Stock⁽¹⁾	135,106	⁽³⁾	I	By Redpoint Associates IV, LLC⁽²⁾
Series B Preferred Stock	⁽³⁾	⁽³⁾	Common Stock⁽¹⁾	5,269,130	⁽³⁾	D
Series C Preferred Stock	⁽³⁾	⁽³⁾	Common Stock⁽¹⁾	39,214	⁽³⁾	I	By Redpoint Associates IV, LLC⁽²⁾
Series C Preferred Stock	⁽³⁾	⁽³⁾	Common Stock⁽¹⁾	1,529,349	⁽³⁾	D
Series D Preferred Stock	⁽³⁾	⁽³⁾	Common Stock⁽¹⁾	42,342	⁽³⁾	I	By Redpoint Associates IV, LLC⁽²⁾
Series D Preferred Stock	⁽³⁾	⁽³⁾	Common Stock⁽¹⁾	1,651,350	⁽³⁾	D
Series E Preferred Stock	⁽³⁾	⁽³⁾	Common Stock⁽¹⁾	26,765	⁽³⁾	I	By Redpoint Associates IV, LLC⁽²⁾
Series E Preferred Stock	⁽³⁾	⁽³⁾	Common Stock⁽¹⁾	1,043,846	⁽³⁾	D
Series E-1 Preferred Stock	⁽³⁾	⁽³⁾	Common Stock⁽¹⁾	13,981	⁽³⁾	I	By Redpoint Associates IV, LLC⁽²⁾
Series E-1 Preferred Stock	⁽³⁾	⁽³⁾	Common Stock⁽¹⁾	545,293	⁽³⁾	D
Series F Preferred Stock	⁽³⁾	⁽³⁾	Common Stock⁽¹⁾	4,903	⁽³⁾	I	By Redpoint Associates IV, LLC⁽²⁾
Series F Preferred Stock	⁽³⁾	⁽³⁾	Common Stock⁽¹⁾	191,206	⁽³⁾	D

1. Name and Address of Reporting Person^*

Redpoint Ventures IV, L.P.

(Last)

(First)

(Middle)

2969 WOODSIDE ROAD

(Street)

WOODSIDE

94062

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Redpoint Ventures IV, LLC

(Last)

(First)

(Middle)

2969 WOODSIDE ROAD

(Street)

WOODSIDE

94062

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Redpoint Associates IV, LLC

(Last)

(First)

(Middle)

2969 WOODSIDE ROAD

(Street)

WOODSIDE

94062

(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. Redpoint Ventures IV, LLC ("RV IV LLC"), is the sole general partner of Redpoint Ventures IV, L.P. ("RV IV"). RV IV LLC and Redpoint Associates IV, LLC ("RA IV") are under common control. As such, RV IV LLC has sole voting and investment control over the shares owned by RV IV, and may be deemed to beneficially own the shares held by RV IV. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein, except to the extent of its respective pecuniary interest therein.

3. Each share of Series A Preferred Stock, Series A-1 Preferred Stock, Series B 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:

	Redpoint Ventures IV, L.P., by its General Partner, Redpoint Ventures IV, LLC, by /s/ Timothy M. Haley, Managing Director	03/25/2021
	Redpoint Associates IV, LLC, by /s/ Timothy M. Haley, Managing Director	03/25/2021
	Redpoint Ventures IV, LLC, by /s/ Timothy M. Haley, Managing Director	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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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