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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* BETTINELLI GREG (Last) (First) (Middle) C/O THREDUP INC. 969 BROADWAY, SUITE 200 (Street) OAKLAND CA 94607 (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) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 11/09/2021
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person 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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	11/09/2021		C(1)		371,973	A	$0(1)	371,973	I	By Upfront Growth I, L.P.(2)
Class A Common Stock	11/09/2021		C(1)		557,960	A	$0(1)	557,960	I	By Upfront Growth II, L.P.(2)
Class A Common Stock	11/09/2021		C(1)		1,201,169	A	$0(1)	1,201,169	I	By Upfront IV, L.P.(2)
Class A Common Stock	11/09/2021		C(1)		68,898	A	$0(1)	68,898	I	By Upfront IV Ancillary, L.P.(2)
Class A Common Stock	11/09/2021		J(3)		338,157	D	$0	33,816	I	By Upfront Growth I, L.P.(2)
Class A Common Stock	11/09/2021		J(3)		507,236	D	$0	50,724	I	By Upfront Growth II, L.P.(2)
Class A Common Stock	11/09/2021		J(3)		1,091,972	D	$0	109,197	I	By Upfront IV, L.P.(2)
Class A Common Stock	11/09/2021		J(3)		62,635	D	$0	6,263	I	By Upfront IV Ancillary, L.P.(2)
Class A Common Stock	11/09/2021		J(4)		30,637	A	$0(4)	30,637	D
Class A Common Stock	11/10/2021		S(5)		19,028	D	$19.475(6)	11,609	D
Class A Common Stock	11/10/2021		S(5)		972	D	$19.0057(7)	10,637	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(1)	11/09/2021		C(1)			371,973	(1)	(1)	Class A Common Stock	371,973	$0	1,170,754	I	By Upfront Growth I, L.P.(2)
Class B Common Stock	(1)	11/09/2021		C(1)			557,960	(1)	(1)	Class A Common Stock	557,960	$0	1,756,131	I	By Upfront Growth II, L.P.(2)
Class B Common Stock	(1)	11/09/2021		C(1)			1,201,169	(1)	(1)	Class A Common Stock	1,201,169	$0	3,780,579	I	By Upfront IV L.P.(2)
Class B Common Stock	(1)	11/09/2021		C(1)			68,898	(1)	(1)	Class A Common Stock	68,898	$0	216,851	I	By Upfront IV Ancillary, L.P.(2)

Explanation of Responses:

1. 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.

2. 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. The Reporting Person is a member or limited partner, as applicable, of the general partners of the respective Upfront Entities. The Reporting Person disclaims beneficial ownership of the shares reported herein except to the extent of his pecuniary interest therein.

3. Represents pro rata, in-kind distributions, and not a purchase or sale, of securities without consideration, by such distributing entity to its respective partners, members and/or assigns. Such distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended.

4. Represents (i) 3,354 shares of Class A Common Stock acquired by the Reporting Person in a distribution by Upfront Growth I for no consideration on November 9, 2021, (ii) 2,270 shares of Class A Common Stock acquired by the Reporting Person in a distribution by Upfront Growth II for no consideration on November 9, 2021, (iii) 24,889 shares of Class A Common Stock acquired by the Reporting Person in a distribution by Upfront IV for no consideration on November 9, 2021, and (iv) 124 shares of Class A Common Stock acquired by the Reporting Person in a distribution by Upfront IV Ancillary. for no consideration on November 9, 2021. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-9 and 16a-13 of the Securities Exchange Act of 1934, as amended.

5. This transaction was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person.

6. The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $19.25 to $19.65 per share. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

7. The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $19.00 to $19.03 per share. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

Remarks:

	/s/ Alon Rotem, Attorney-in-Fact	11/12/2021
	** 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 4 (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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