Timothy M Haley Form 4 ThredUp / TIMOTHY M HALEY ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

HALEY TIMOTHY M

(Last)

(First)

(Middle)

C/O THREDUP INC.

969 BROADWAY, SUITE 200

(Street)

OAKLAND

94607

(City)

(State)

(Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
03/30/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/30/2021		J⁽¹⁾		2,905	D	⁽²⁾	0	I	By Redpoint Associates IV, LLC⁽³⁾
Common Stock	03/30/2021		J⁽¹⁾		113,298	D	⁽²⁾	0	I	By Redpoint Ventures IV, L.P.⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock	⁽⁴⁾	03/30/2021		C			1,478	⁽⁴⁾	⁽⁴⁾	Common Stock	1,478	$0	0	I	By Redpoint Associates IV, LLC⁽³⁾
Series A Preferred Stock	⁽⁴⁾	03/30/2021		C			57,634	⁽⁴⁾	⁽⁴⁾	Common Stock	57,634	$0	0	I	By Redpoint Ventures IV, L.P.⁽³⁾
Series A-1 Preferred Stock	⁽⁴⁾	03/30/2021		C			968	⁽⁴⁾	⁽⁴⁾	Common Stock	968	$0	0	I	By Redpoint Associates IV, LLC⁽³⁾
Series A-1 Preferred Stock	⁽⁴⁾	03/30/2021		C			37,760	⁽⁴⁾	⁽⁴⁾	Common Stock	37,760	$0	0	I	By Redpoint Ventures IV, L.P.⁽³⁾
Series B Preferred Stock	⁽⁴⁾	03/30/2021		C			135,106	⁽⁴⁾	⁽⁴⁾	Common Stock	135,106	$0	0	I	By Redpoint Associates IV, LLC⁽³⁾
Series B Preferred Stock	⁽⁴⁾	03/30/2021		C			5,269,130	⁽⁴⁾	⁽⁴⁾	Common Stock	5,269,130	$0	0	I	By Redpoint Ventures IV, L.P.⁽³⁾
Series C Preferred Stock	⁽⁴⁾	03/30/2021		C			39,214	⁽⁴⁾	⁽⁴⁾	Common Stock	39,214	$0	0	I	By Redpoint Associates IV, LLC⁽³⁾
Series C Preferred Stock	⁽⁴⁾	03/30/2021		C			1,529,349	⁽⁴⁾	⁽⁴⁾	Common Stock	1,529,349	$0	0	I	By Redpoint Ventures IV, L.P.⁽³⁾
Series D Preferred Stock	⁽⁴⁾	03/30/2021		C			42,342	⁽⁴⁾	⁽⁴⁾	Common Stock	42,342	$0	0	I	By Redpoint Associates IV, LLC⁽³⁾
Series D Preferred Stock	⁽⁴⁾	03/30/2021		C			1,651,350	⁽⁴⁾	⁽⁴⁾	Common Stock	1,651,350	$0	0	I	By Redpoint Ventures IV, L.P.⁽³⁾
Series E Preferred Stock	⁽⁴⁾	03/30/2021		C			26,765	⁽⁴⁾	⁽⁴⁾	Common Stock	26,765	$0	0	I	By Redpoint Associates IV, LLC⁽³⁾
Series E Preferred Stock	⁽⁴⁾	03/30/2021		C			1,043,846	⁽⁴⁾	⁽⁴⁾	Common Stock	1,043,846	$0	0	I	By Redpoint Ventures IV, L.P.⁽³⁾
Series E-1 Preferred Stock	⁽⁴⁾	03/30/2021		C			13,981	⁽⁴⁾	⁽⁴⁾	Common Stock	13,981	$0	0	I	By Redpoint Associates IV, LLC⁽³⁾
Series E-1 Preferred Stock	⁽⁴⁾	03/30/2021		C			545,293	⁽⁴⁾	⁽⁴⁾	Common Stock	545,293	$0	0	I	By Redpoint Ventures IV, L.P.⁽³⁾
Series F Preferred Stock	⁽⁴⁾	03/30/2021		C			4,903	⁽⁴⁾	⁽⁴⁾	Common Stock	4,903	$0	0	I	By Redpoint Associates IV, LLC⁽³⁾
Series F Preferred Stock	⁽⁴⁾	03/30/2021		C			191,206	⁽⁴⁾	⁽⁴⁾	Common Stock	191,206	$0	0	I	By Redpoint Ventures IV, L.P.⁽³⁾
Class B Common Stock	⁽²⁾	03/30/2021		J⁽¹⁾		267,662		⁽²⁾	⁽²⁾	Class A Common Stock	267,662	$0	267,662	I	By Redpoint Associates IV, LLC⁽³⁾
Class B Common Stock	⁽²⁾	03/30/2021		J⁽¹⁾		10,438,866		⁽²⁾	⁽²⁾	Class A Common Stock	10,438,866	$0	10,438,866	I	By Redpoint Ventures IV, L.P⁽³⁾

Explanation of Responses:

1. Immediately prior to the closing of the Issuer's initial public offering and following the conversion of each series of the Issuer's convertible preferred stock into Common Stock, each share of Common Stock was reclassified into one share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7.

2. Each share of Class B 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.

3. Redpoint Ventures IV, LLC ("RV IV LLC") is the sole general partner of Redpoint Ventures IV, L.P. ("RV IV"). 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.

4. Immediately prior to the closing of the Issuer's initial public offering, each share of Series A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series E-1 Preferred Stock and Series F Preferred Stock (collectively, the "Preferred Stock") automatically converted into one share of the Issuer's Common Stock, par value $0.0001 per share, on a one-for-one basis. The Preferred Stock had no expiration date.

Remarks:

	/s/ Alon Rotem, Attorney-in-Fact	04/01/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Timothy M Haley Form 4ThredUp / TIMOTHY M HALEY ownership change