Statement of Changes in Beneficial Ownership (4)
August 02 2021 - 7:22PM
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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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
*
Upfront Ventures Management, LLC |
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)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
1314 7TH STREET, SUITE 600 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/2/2021 |
(Street)
SANTA MONICA, CA 90401
(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
_
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) | | 171414 | A | $0 (1) | 171414 | I | By Upfront Growth I, L.P. (2) |
Class A Common Stock | 8/2/2021 | | C(1) | | 257121 | A | $0 (1) | 257121 | I | By Upfront Growth II, L.P. (2) |
Class A Common Stock | 8/2/2021 | | C(1) | | 553526 | A | $0 (1) | 553526 | I | By Upfront IV, L.P. (2) |
Class A Common Stock | 8/2/2021 | | C(1) | | 31751 | A | $0 (1) | 31751 | I | By Upfront IV Ancillary, L.P. (2) |
Class A Common Stock | 8/2/2021 | | S(3) | | 171414 | D | $23.1588 | 0 | I | By Upfront Growth I, L.P. (2) |
Class A Common Stock | 8/2/2021 | | S(3) | | 257121 | D | $23.1588 | 0 | I | By Upfront Growth II, L.P. (2) |
Class A Common Stock | 8/2/2021 | | S(3) | | 553526 | D | $23.1588 | 0 | I | By Upfront IV, L.P. (2) |
Class A Common Stock | 8/2/2021 | | S(3) | | 31751 | D | $23.1588 | 0 | I | By Upfront IV Ancillary, L.P. (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) | | | 171414 | (4) | (4) | Class A Common Stock | 171414.0 | $0 | 1542727 | I | By Upfront Growth I, L.P. (2) |
Class B Common Stock | (4) | 8/2/2021 | | C (1) | | | 257121 | (4) | (4) | Class A Common Stock | 257121.0 | $0 | 2314091 | I | By Upfront Growth II, L.P. (2) |
Class B Common Stock | (4) | 8/2/2021 | | C (1) | | | 553526 | (4) | (4) | Class A Common Stock | 553526.0 | $0 | 4981748 | I | By Upfront IV L.P. (2) |
Class B Common Stock | (4) | 8/2/2021 | | C (1) | | | 31751 | (4) | (4) | Class A Common Stock | 31751.0 | $0 | 285749 | I | By Upfront IV Ancillary, L.P. (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) | 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. Each of the Upfront Entities, their respective general partners, Upfront Ventures Management, LLC and Messrs. Suster and Sisteron disclaims beneficial ownership of the shares reported herein except to the extent of his or 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, Upfront Growth I sold 171,414 shares of Class A Common Stock, Upfront Growth II sold 257,121 shares of Class A Common Stock, Upfront IV sold 553,526 shares of Class A Common Stock and Upfront IV Ancillary sold 31,751 shares of Class A Common Stock, each at a price per share of $23.1588 (after underwriting discounts and commissions). The Upfront Entities 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 |
Upfront Ventures Management, LLC 1314 7TH STREET, SUITE 600 SANTA MONICA, CA 90401 |
| X |
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Upfront Growth I, L.P. 1314 7TH STREET SANTA MONICA, CA 90401 |
| X |
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Upfront Growth II, L.P. 1314 7TH STREET SANTA MONICA, CA 90401 |
| X |
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Upfront IV Ancillary, L.P. 1314 7TH STREET SANTA MONICA, CA 90401 |
| X |
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Upfront IV, L.P. 1314 7TH STREET SANTA MONICA, CA 90401 |
| X |
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Upfront Growth GP I, LLC 1314 7TH STREET SANTA MONICA, CA 90401 |
| X |
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Upfront Growth GP II, LLC 1314 7TH STREET SANTA MONICA, CA 90401 |
| X |
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Upfront IV Ancillary GP, LLC 1314 7TH STREET SANTA MONICA, CA 90401 |
| X |
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Upfront GP IV, L.P. 1314 7TH STREET SANTA MONICA, CA 90401 |
| X |
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Signatures
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UPFRONT VENTURES MANAGEMENT, LLC
By: /s/ Dana Kibler, Chief Financial Officer | | 8/2/2021 |
**Signature of Reporting Person | Date |
UPFRONT GROWTH I, L.P.
By: Upfront Growth GP I, LLC, its general partner
By: Upfront Ventures Management, LLC, its managing member
By: /s/ Dana Kibler, Chief Financial Officer | | 8/2/2021 |
**Signature of Reporting Person | Date |
UPFRONT GROWTH II, L.P.
By: Upfront Growth GP II, LLC, its general partner
By: Upfront Ventures Management, LLC, its managing member
By: /s/ Dana Kibler, Chief Financial Officer | | 8/2/2021 |
**Signature of Reporting Person | Date |
UPFRONT IV ANCILLARY, L.P.
By: Upfront IV Ancillary GP, LLC, its general partner
By: Upfront Ventures Management, LLC, its managing member
By: /s/ Dana Kibler, Chief Financial Officer | | 8/2/2021 |
**Signature of Reporting Person | Date |
UPFRONT IV, L.P.
By: Upfront GP IV, L.P., its general partner
By: Upfront Ventures Management, Inc, its general partner
By: Upfront Ventures Management, LLC, its sole stockholder
By: /s/ Dana Kibler, Chief Financial Officer | | 8/2/2021 |
**Signature of Reporting Person | Date |
UPFRONT GROWTH GP I, LLC
By: Upfront Ventures Management, LLC, its managing member
By: /s/ Dana Kibler, Chief Financial Officer | | 8/2/2021 |
**Signature of Reporting Person | Date |
UPFRONT GROWTH GP II, LLC
By: Upfront Ventures Management, LLC, its managing member
By: /s/ Dana Kibler, Chief Financial Officer | | 8/2/2021 |
**Signature of Reporting Person | Date |
UPFRONT IV ANCILLARY GP, LLC
By: Upfront Ventures Management, LLC, its managing member
By: /s/ Dana Kibler, Chief Financial Officer | | 8/2/2021 |
**Signature of Reporting Person | Date |
UPFRONT GP IV, L.P.
By: Upfront Ventures Management, Inc, its general partner
By: Upfront Ventures Management, LLC, its sole stockholder
By: /s/ Dana Kibler, Chief Financial Officer | | 8/2/2021 |
**Signature of Reporting Person | Date |
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