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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ThredUp Inc. [ TDUP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/15/2021 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 11/15/2021 | C(1) | 557,959 | A | $0(1) | 591,775 | I | By Upfront Growth I, L.P.(2) | ||
Class A Common Stock | 11/15/2021 | C(1) | 836,939 | A | $0(1) | 887,663 | I | By Upfront Growth II, L.P.(2) | ||
Class A Common Stock | 11/15/2021 | C(1) | 1,801,754 | A | $0(1) | 1,910,951 | I | By Upfront IV, L.P.(2) | ||
Class A Common Stock | 11/15/2021 | C(1) | 103,348 | A | $0(1) | 109,611 | I | By Upfront IV Ancillary, L.P.(2) | ||
Class A Common Stock | 11/15/2021 | J(3) | 591,775 | D | $0 | 0 | I | By Upfront Growth I, L.P.(2) | ||
Class A Common Stock | 11/15/2021 | J(3) | 887,663 | D | $0 | 0 | I | By Upfront Growth II, L.P.(2) | ||
Class A Common Stock | 11/15/2021 | J(3) | 1,910,951 | D | $0 | 0 | I | By Upfront IV, L.P.(2) | ||
Class A Common Stock | 11/15/2021 | J(3) | 109,611 | D | $0 | 0 | I | By Upfront IV Ancillary, L.P.(2) | ||
Class A Common Stock | 11/15/2021 | J(4) | 54,303 | A | $0(4) | 64,940 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | 11/15/2021 | C(1) | 557,959 | (1) | (1) | Class A Common Stock | 557,959 | $0 | 612,795 | I | By Upfront Growth I, L.P.(2) | |||
Class B Common Stock | (1) | 11/15/2021 | C(1) | 836,939 | (1) | (1) | Class A Common Stock | 836,939 | $0 | 919,192 | I | By Upfront Growth II, L.P.(2) | |||
Class B Common Stock | (1) | 11/15/2021 | C(1) | 1,801,754 | (1) | (1) | Class A Common Stock | 1,801,754 | $0 | 1,978,825 | I | By Upfront IV L.P.(2) | |||
Class B Common Stock | (1) | 11/15/2021 | C(1) | 103,348 | (1) | (1) | Class A Common Stock | 103,348 | $0 | 113,503 | 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) 8,978 shares of Class A Common Stock acquired by the Reporting Person in a distribution by Upfront Growth GP I, LLC for no consideration on November 15, 2021, (ii) 3,973 shares of Class A Common Stock acquired by the Reporting Person in a distribution by Upfront Growth GP II, LLC for no consideration on November 15, 2021, (iii) 41,133 shares of Class A Common Stock acquired by the Reporting Person in a distribution by Upfront IV GP, L.P. for no consideration on November 15, 2021, and (iv) 219 shares of Class A Common Stock acquired by the Reporting Person in a distribution by Upfront IV Ancillary GP, LLC for no consideration on November 15, 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. |
Remarks: |
/s/ Alon Rotem, Attorney-in-Fact | 11/17/2021 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |