Statement of Changes in Beneficial Ownership (4)
November 12 2021 - 4:13PM
Edgar (US Regulatory)
FORM 4
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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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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
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1. Name and Address of Reporting Person
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BETTINELLI GREG |
2. Issuer Name and Ticker or Trading Symbol
ThredUp Inc.
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TDUP
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O THREDUP INC., 969 BROADWAY, SUITE 200 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/9/2021 |
(Street)
OAKLAND, CA 94607
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock | 11/9/2021 | | C(1) | | 371973 | A | $0 (1) | 371973 | I | By Upfront Growth I, L.P. (2) |
Class A Common Stock | 11/9/2021 | | C(1) | | 557960 | A | $0 (1) | 557960 | I | By Upfront Growth II, L.P. (2) |
Class A Common Stock | 11/9/2021 | | C(1) | | 1201169 | A | $0 (1) | 1201169 | I | By Upfront IV, L.P. (2) |
Class A Common Stock | 11/9/2021 | | C(1) | | 68898 | A | $0 (1) | 68898 | I | By Upfront IV Ancillary, L.P. (2) |
Class A Common Stock | 11/9/2021 | | J(3) | | 338157 | D | $0 | 33816 | I | By Upfront Growth I, L.P. (2) |
Class A Common Stock | 11/9/2021 | | J(3) | | 507236 | D | $0 | 50724 | I | By Upfront Growth II, L.P. (2) |
Class A Common Stock | 11/9/2021 | | J(3) | | 1091972 | D | $0 | 109197 | I | By Upfront IV, L.P. (2) |
Class A Common Stock | 11/9/2021 | | J(3) | | 62635 | D | $0 | 6263 | I | By Upfront IV Ancillary, L.P. (2) |
Class A Common Stock | 11/9/2021 | | J(4) | | 30637 | A | $0 (4) | 30637 | D | |
Class A Common Stock | 11/10/2021 | | S(5) | | 19028 | D | $19.475 (6) | 11609 | D | |
Class A Common Stock | 11/10/2021 | | S(5) | | 972 | D | $19.0057 (7) | 10637 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. 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 Date | 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 of Derivative Security: 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) | 11/9/2021 | | C (1) | | | 371973 | (1) | (1) | Class A Common Stock | 371973.0 | $0 | 1170754 | I | By Upfront Growth I, L.P. (2) |
Class B Common Stock | (1) | 11/9/2021 | | C (1) | | | 557960 | (1) | (1) | Class A Common Stock | 557960.0 | $0 | 1756131 | I | By Upfront Growth II, L.P. (2) |
Class B Common Stock | (1) | 11/9/2021 | | C (1) | | | 1201169 | (1) | (1) | Class A Common Stock | 1201169.0 | $0 | 3780579 | I | By Upfront IV L.P. (2) |
Class B Common Stock | (1) | 11/9/2021 | | C (1) | | | 68898 | (1) | (1) | Class A Common Stock | 68898.0 | $0 | 216851 | 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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
BETTINELLI GREG C/O THREDUP INC. 969 BROADWAY, SUITE 200 OAKLAND, CA 94607 | X |
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Signatures
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/s/ Alon Rotem, Attorney-in-Fact | | 11/12/2021 |
**Signature of Reporting Person | Date |
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