SEC Filing | ThredUp Inc.

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SEC FORM 4 SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Upfront Ventures Management, LLC

(Last)

(First)

(Middle)

1314 7TH STREET

(Street)

SANTA MONICA

90401

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/30/2021

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/30/2021		J⁽¹⁾		11,621	D	⁽²⁾	0	I	By Upfront Growth I, L.P.⁽³⁾
Common Stock	03/30/2021		J⁽¹⁾		17,432	D	⁽²⁾	0	I	By Upfront Growth II, L.P.⁽³⁾
Common Stock	03/30/2021		J⁽¹⁾		317,500	D	⁽²⁾	0	I	By Upfront IV Ancillary, L.P.⁽³⁾
Common Stock	03/30/2021		J⁽¹⁾		454,198	D	⁽²⁾	0	I	By Upfront IV L.P.⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series D Preferred Stock	⁽⁴⁾	03/30/2021		C			5,081,076	⁽⁴⁾	⁽⁴⁾	Common Stock	5,081,076	$0	0	I	By Upfront IV L.P.⁽³⁾
Series E Preferred Stock	⁽⁴⁾	03/30/2021		C			1,597,929	⁽⁴⁾	⁽⁴⁾	Common Stock	1,597,929	$0	0	I	By Upfront Growth I, L.P.⁽³⁾
Series E-1 Preferred Stock	⁽⁴⁾	03/30/2021		C			2,396,893	⁽⁴⁾	⁽⁴⁾	Common Stock	2,396,893	$0	0	I	By Upfront Growth II, L.P.⁽³⁾
Series F Preferred Stock	⁽⁴⁾	03/30/2021		C			104,591	⁽⁴⁾	⁽⁴⁾	Common Stock	104,591	$0	0	I	By Upfront Growth I, L.P.⁽³⁾
Series F Preferred Stock	⁽⁴⁾	03/30/2021		C			156,887	⁽⁴⁾	⁽⁴⁾	Common Stock	156,887	$0	0	I	By Upfront Growth II, L.P.⁽³⁾
Class B Common Stock	⁽²⁾	03/30/2021		J⁽¹⁾		1,714,141		⁽²⁾	⁽²⁾	Class A Common Stock	1,714,141	$0	1,714,141	I	By Upfront Growth I, L.P.⁽³⁾
Class B Common Stock	⁽²⁾	03/30/2021		J⁽¹⁾		2,571,212		⁽²⁾	⁽²⁾	Class A Common Stock	2,571,212	$0	2,571,212	I	By Upfront Growth II, L.P.⁽³⁾
Class B Common Stock	⁽²⁾	03/30/2021		J⁽¹⁾		317,500		⁽²⁾	⁽²⁾	Class A Common Stock	317,500	$0	317,500	I	By Upfront IV Ancillary, L.P.⁽³⁾
Class B Common Stock	⁽²⁾	03/30/2021		J⁽¹⁾		5,535,274		⁽²⁾	⁽²⁾	Class A Common Stock	5,535,274	$0	5,535,274	I	By Upfront IV L.P.⁽³⁾

1. Name and Address of Reporting Person^*

Upfront Ventures Management, LLC

(Last)

(First)

(Middle)

1314 7TH STREET

(Street)

SANTA MONICA

90401

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Suster Mark

(Last)

(First)

(Middle)

1314 7TH STREET

(Street)

SANTA MONICA

90401

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Sisteron Yves

(Last)

(First)

(Middle)

1314 7TH STREET

(Street)

SANTA MONICA

90401

(City)

(State)

(Zip)

Explanation of Responses:

1. Immediately prior to the closing 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 was reclassified into one share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7.

2. Each share of Class B 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.

3. 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.

4. Immediately prior to the closing of the Issuer's initial public offering, each share of Series D Preferred Stock, Series E Preferred Stock, Series E-1 Preferred Stock and Series F Preferred Stock (collectively, the "Preferred Stock") automatically converted into one share of the Issuer's Common Stock, par value $0.0001 per share, on a one-for-one basis. The Preferred Stock had no expiration date.

Remarks:

2 of 2

	Upfront Ventures Management, LLC, by /s/ Dana Kibler, Chief Financial Officer	04/01/2021
	/s/ Mark Suster	04/01/2021
	/s/ Yves Sisteron	04/01/2021
	** Signature of Reporting Person	Date
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