FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

GS INVESTMENT STRATEGIES, LLC
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)
(Last)          (First)          (Middle)

200 WEST STREET
3. Date of Earliest Transaction (MM/DD/YYYY)

10/8/2021
(Street)

NEW YORK, NY 10282
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 10/8/2021  C(1)  4646977 A (1)4646977 I See Footnote (2)
Class A Common Stock 10/8/2021  C(3)  5071228 A (3)5071228 I See Footnote (4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Class B Common Stock  (5)10/8/2021  C (1)    4646977   (5) (5)Class A Common Stock 4646977 $0.00 0 I See Footnote (2)
Class B Common Stock  (5)10/8/2021  C (3)    5071228   (5) (5)Class A Common Stock 5071228 $0.00 0 I See Footnote (4)

Explanation of Responses:
(1) On October 8, 2021, Global Private Opportunities Partners II LP ("GPOP II LP") converted 4,646,977 shares of Class B Common Stock for 4,646,977 shares of Class A Common Stock.
(2) These shares are held of record by GPOP II LP. GS Investment Strategies, LLC ("GSIS"), a limited liability company incorporated under the laws of Delaware, is the investment manager of GPOP II LP. GSIS disclaims beneficial ownership of all shares of Common Stock in excess of their pecuniary interest, if any, and this report shall not be deemed an admission that any such person or entity is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
(3) On October 8, 2021, Global Private Opportunities Partners II Offshore Holdings LP ("GPOP II Offshore") converted 5,071,228 shares of Class B Common Stock for 5,071,228 shares of Class A Common Stock.
(4) These shares are held of record by GPOP II Offshore. GSIS is the investment advisor of GPOP II Offshore. GSIS disclaims beneficial ownership of all shares of Common Stock in excess of their pecuniary interest, if any, and this report shall not be deemed an admission that any such person or entity is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
(5) 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
GS INVESTMENT STRATEGIES, LLC
200 WEST STREET
NEW YORK, NY 10282

X


Signatures
/s/ Adam Van de Berghe, Authorized Signatory for GS Investment Strategies, LLC10/12/2021
**Signature of Reporting PersonDate

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