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 *

HALEY TIMOTHY M
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)
(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)
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 11/9/2021  C(1)  2348745 A$0.00 (1)2348745 I By Redpoint Ventures IV, L.P. (2)
Class A Common Stock 11/9/2021  C(1)  60224 A$0.00 (1)60224 I By Redpoint Associates IV, LLC (2)
Class A Common Stock 11/9/2021  J(3)  2348745 D$0.00 0 I By Redpoint Ventures IV, L.P. (2)
Class A Common Stock 11/9/2021  J(4)  60224 D$0.00 0 I By Redpoint Associates IV, LLC (2)
Class A Common Stock 11/9/2021  J(5)  6063 A$0.00 6063 I By The Haley-McGourty Family Trust U/D/T 9/27/96 (6)
Class A Common Stock 11/9/2021  J(5)  483 A$0.00 483 I By Haley-McGourty Partners (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  (8)11/9/2021  C (1)    2348745   (8) (8)Class A Common Stock 2348745 $0.00 7046236 I By Redpoint Ventures IV, L.P. (2)
Class B Common Stock  (8)11/9/2021  C (1)    60224   (8) (8)Class A Common Stock 60224 $0.00 180672 I By Redpoint Associates IV, LLC (2)

Explanation of Responses:
(1) Each share of Class B Common Stock was converted into one share of Class A Common Stock at the option of the holder in connection with the distributions described herein.
(2) Redpoint Ventures IV, LLC ("RV IV LLC") is the sole general partner of Redpoint Ventures IV, L.P. ("RV IV"). RV IV LLC and Redpoint Associates IV, LLC ("RA IV") are under common control. The Reporting Person is a manager of RV IV LLC and RA IV, and disclaims beneficial ownership of the securities held by RV IV and RA IV, except to the extent of his pecuniary interest therein.
(3) Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by RV IV to its general partner and limited partners without additional consideration.
(4) Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by RA IV to its members without additional consideration.
(5) Represents the receipt of shares in the distributions in kind described in footnotes (3) and (4), which represents a change in form of ownership from one form of indirect to another.
(6) The shares are held by The Haley-McGourty Family Trust U/D/T 9/27/96 (the "Trust"). The reporting person is a trustee of the Trust. The reporting person disclaims beneficial ownership of the shares held by the Trust except to the extent of his proportionate pecuniary interest therein.
(7) The shares are held by Haley-McGourty Partners ("H-M Partners"). The reporting person is a general partner of H-M Partners. The reporting person disclaims beneficial ownership of the shares held by H-M Partners except to the extent of his proportionate pecuniary interest therein.
(8) 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
HALEY TIMOTHY M
C/O THREDUP INC.
969 BROADWAY, SUITE 200
OAKLAND, CA 94607
X



Signatures
/s/ Timothy M. Haley11/12/2021
**Signature of Reporting PersonDate

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