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 *

Reinhart James G.
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
__X__ Officer (give title below)    _____ Other (specify below)
Chief Executive Officer
(Last)          (First)          (Middle)

C/O THREDUP INC., 969 BROADWAY, SUITE 200
3. Date of Earliest Transaction (MM/DD/YYYY)

10/1/2021
(Street)

OAKLAND, CA 94607
(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 10/1/2021  C(1)  133333 A$0 (1)133333 D  
Class A Common Stock 10/1/2021  G(2)  V 133333 D$0 (2)0 D  
Class A Common Stock 10/1/2021  G(2)  V 133333 A$0 (2)146667 I By Trust (3)
Class A Common Stock 10/25/2021  S(4)  18500 D$22.0647 (5)128167 I By Trust (3)
Class A Common Stock 10/25/2021  S(4)  6500 D$22.7299 (6)121667 I By Trust (3)
Class A Common Stock 10/25/2021  C(1)  1500 A$0 (1)1500 I By Trust (7)
Class A Common Stock 10/25/2021  S(4)  1500 D$21.828 (8)0 I By Trust (7)

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  (1)10/1/2021  C (1)    133333   (1) (1)Class A Common Stock 133333.0 $0 606117 D  
Class B Common Stock  (1)10/25/2021  C (1)    1500   (1) (1)Class A Common Stock 1500.0 $0 117300 I By Trust (7)

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) On October 1, 2021, the Reporting Person transferred 133,333 shares of the Issuer's Class A Common Stock to James Reinhart and Michele Reinhart as Trustees of the Costanoa Family Trust dated July 22 2015 as amended (the "2015 Costanoa Trust"). This was a bona fide gift with no payment in consideration.
(3) Shares held of record by the 2015 Costanoa Trust.
(4) This transaction was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person.
(5) The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $21.50 to $22.49 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.
(6) The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $22.51 to $23.02 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) These shares are owned directly by a trust for the benefit of Mr. Reinhart's family and of which the trustee is an independent institution. The Reporting Person disclaims Section 16 beneficial ownership of these securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.
(8) The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $21.57 to $22.00 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Reinhart James G.
C/O THREDUP INC.
969 BROADWAY, SUITE 200
OAKLAND, CA 94607
X
Chief Executive Officer

Signatures
/s/ Alon Rotem, Attorney-in-Fact10/27/2021
**Signature of Reporting PersonDate

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