Statement of Changes in Beneficial Ownership (4)
August 02 2021 - 7:16PM
Edgar (US Regulatory)
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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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
*
Redpoint Ventures IV, L.P. |
2. Issuer Name and Ticker or Trading Symbol
ThredUp Inc.
[
TDUP
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
2969 WOODSIDE ROAD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/2/2021 |
(Street)
WOODSIDE, CA 94062
(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)
___ Form filed by One Reporting Person
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X
_ 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 | 8/2/2021 | | C(1) | | 1043885 | A | $0 (1) | 1043885 | D | |
Class A Common Stock | 8/2/2021 | | C(1) | | 26766 | A | $0 (1) | 26766 | I | By Redpoint Associates IV, LLC (2) |
Class A Common Stock | 8/2/2021 | | S(3) | | 1043885 | D | $23.1588 | 0 | D | |
Class A Common Stock | 8/2/2021 | | S(3) | | 26766 | D | $23.1588 | 0 | I | By Redpoint Associates IV, LLC (2) |
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 | (4) | 8/2/2021 | | C (1) | | | 1043885 | (4) | (4) | Class A Common Stock | 1043885.0 | $0 | 9394981 | D | |
Class B Common Stock | (4) | 8/2/2021 | | C (1) | | | 26766 | (4) | (4) | Class A Common Stock | 26766.0 | $0 | 240896 | 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 registered public offering of shares of the Issuer's Class A Common Stock, pursuant to a final prospectus dated July 28, 2021, which offering was consummated on August 2, 2021. |
(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. As such, RV IV LLC has sole voting and investment control over the shares owned by RV IV, and may be deemed to beneficially own the shares held by RV IV. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein, except to the extent of its respective pecuniary interest therein. |
(3) | Pursuant to an underwriting agreement and in connection with the registered public offering of shares of the Issuer's Class A Common Stock, pursuant to a final prospectus dated July 28, 2021, which offering was consummated on August 2, 2021, RV IV sold 1,043,885 shares of Class A Common Stock and RA IV sold 26,766 shares of Class A Common Stock, each at a price per share of $23.1588 (after underwriting discounts and commissions). RV IV and RA IV were selling stockholders in the registered public offering. |
(4) | 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
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Redpoint Ventures IV, L.P. 2969 WOODSIDE ROAD WOODSIDE, CA 94062 |
| X |
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Redpoint Associates IV, LLC 2969 WOODSIDE ROAD WOODSIDE, CA 94062 |
| X |
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Redpoint Ventures IV, LLC 2969 WOODSIDE ROAD WOODSIDE, CA 94062 |
| X |
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Signatures
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REDPOINT VENTURES IV, L.P.
By: Redpoint Ventures IV, LLC, its General Partner
By: /s/ Timothy M. Haley, Managing Director | | 8/2/2021 |
**Signature of Reporting Person | Date |
REDPOINT ASSOCIATES IV, LLC
By: /s/ Timothy M. Haley, Managing Director | | 8/2/2021 |
**Signature of Reporting Person | Date |
REDPOINT VENTURES IV, LLC
By: /s/ Timothy M. Haley, Managing Director | | 8/2/2021 |
**Signature of Reporting Person | Date |
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