March 23, 2021
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Katherine Bagley, Staff Attorney
Registration Statement on Form S-1
File No. 333-253834
|Requested Date:||March 25, 2021|
|Requested Time:||4:00 PM, Eastern Time|
Ladies and Gentlemen:
In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC and Barclays Capital Inc., as representatives of the several underwriters, hereby join ThredUp Inc. (the “Company”) in requesting that the U.S. Securities and Exchange Commission (the “Commission”) take appropriate action to cause the Registration Statement on Form S-1 (File No. 333-253834) (the “Registration Statement”) to become effective on March 25, 2021, at 4:00 PM, Eastern Time, or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Commission.
Pursuant to Rule 460 under the Act, please be advised that the underwriters have distributed approximately 5,529 copies of the Preliminary Prospectus dated March 17, 2021, through the date hereof, to underwriters, dealers, institutions and others, prior to the requested effective time of the Registration Statement.
We, as representative of the several underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, to the extent applicable.
[Signature Page Follows]
Very truly yours,
GOLDMAN SACHS & CO. LLC
MORGAN STANLEY & CO. LLC
BARCLAYS CAPITAL INC.
As representatives of the several underwriters listed in Schedule I to the Underwriting Agreement
|GOLDMAN SACHS & CO. LLC|
|By:||/s/ William Connolly III|
|Name:||William Connolly III|
|MORGAN STANLEY & CO. LLC|
|By:||/s/ Lauren Cummings|
|BARCLAYS CAPITAL INC.|
|By:||/s/ Robert Peck|
|Title:||Managing Director |
Bradley C. Weber
Goodwin Procter LLP
Rezwan D. Pavri
Andrew T. Hill
Catherine D. Doxsee
Wilson Sonsini Goodrich & Rosati, P.C.
[Signature Page to Underwriter Acceleration Request]