SEC Form 3
FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 03/25/2021 | 3. Issuer Name and Ticker or Trading Symbol ThredUp Inc. [ TDUP ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock(1) | 1,167 | I | By Trinity X Entrepreneurs' Fund, L.P.(2) |
Common Stock(1) | 576 | I | By Trinity X Side-By-Side Fund, L.P.(2) |
Common Stock(1) | 92,670 | I | By Trinity Ventures X, L.P.(2) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series A Preferred Stock | (3) | (3) | Common Stock(1) | 68,108 | (3) | I | By Trinity Ventures X, L.P.(2) |
Series A Preferred Stock | (3) | (3) | Common Stock(1) | 635 | (3) | I | By Trinity X Entrepreneurs' Fund, L.P.(2) |
Series A Preferred Stock | (3) | (3) | Common Stock(1) | 343 | (3) | I | By Trinity X Side-By-Side Fund, L.P.(2) |
Series A-1 Preferred Stock | (3) | (3) | Common Stock(1) | 4,435,521 | (3) | I | By Trinity Ventures X, L.P.(2) |
Series A-1 Preferred Stock | (3) | (3) | Common Stock(1) | 44,136 | (3) | I | By Trinity X Entrepreneurs' Fund, L.P.(2) |
Series A-1 Preferred Stock | (3) | (3) | Common Stock(1) | 26,545 | (3) | I | By Trinity X Side-By-Side Fund, L.P.(2) |
Series B Preferred Stock | (3) | (3) | Common Stock(1) | 1,863,299 | (3) | I | By Trinity Ventures X, L.P.(2) |
Series B Preferred Stock | (3) | (3) | Common Stock(1) | 18,158 | (3) | I | By Trinity X Entrepreneurs' Fund, L.P.(2) |
Series B Preferred Stock | (3) | (3) | Common Stock(1) | 10,025 | (3) | I | By Trinity X Side-By-Side Fund, L.P.(2) |
Series C Preferred Stock | (3) | (3) | Common Stock(1) | 1,807,227 | (3) | I | By Trinity Ventures X, L.P.(2) |
Series C Preferred Stock | (3) | (3) | Common Stock(1) | 16,847 | (3) | I | By Trinity X Entrepreneurs' Fund, L.P.(2) |
Series C Preferred Stock | (3) | (3) | Common Stock(1) | 9,092 | (3) | I | By Trinity X Side-By-Side Fund, L.P.(2) |
Series D Preferred Stock | (3) | (3) | Common Stock(1) | 1,662,394 | (3) | I | By Trinity Ventures X, L.P.(2) |
Series D Preferred Stock | (3) | (3) | Common Stock(1) | 20,950 | (3) | I | By Trinity X Entrepreneurs' Fund, L.P.(2) |
Series D Preferred Stock | (3) | (3) | Common Stock(1) | 10,348 | (3) | I | By Trinity X Side-By-Side Fund, L.P.(2) |
Series E Preferred Stock | (3) | (3) | Common Stock(1) | 315,434 | (3) | I | By Trinity Ventures X, L.P.(2) |
Series E Preferred Stock | (3) | (3) | Common Stock(1) | 2,697 | (3) | I | By Trinity X Entrepreneurs' Fund, L.P.(2) |
Series E Preferred Stock | (3) | (3) | Common Stock(1) | 1,454 | (3) | I | By Trinity X Side-By-Side Fund, L.P.(2) |
Series E-1 Preferred Stock | (3) | (3) | Common Stock(1) | 319,585 | (3) | I | By Trinity Ventures X, L.P.(2) |
Explanation of Responses: |
1. Immediately prior to the completion 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 shall be reclassified into one share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7. Class B Common Stock is convertible into Class A Common Stock at any time at the option of the holder. |
2. The Reporting Person is a Management Member of Trinity TVL X, LLC, the general partner of Trinity Ventures X, L.P., Trinity X Entrepreneurs' Fund, L.P. and Trinity X Side-By-Side Fund, L.P., and shares voting and dispositive power with the other Management Members over the shares held by Trinity Ventures X, L.P., Trinity X Entrepreneurs' Fund, L.P. and Trinity X Side-By-Side Fund, L.P. The Reporting Person disclaims beneficial ownership of the shares reported herein except to the extent of her pecuniary interest therein. |
3. 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 and Series E-1 Preferred Stock (collectively, the "Preferred Stock") shall automatically convert into one share of the Issuer's Common Stock, par value $0.0001 per share, on a one-for-one basis, immediately prior to the closing of the Issuer's initial public offering. The shares of Preferred Stock have no expiration date. |
Remarks: |
Exhibit 24 - Power of Attorney |
/s/ Alon Rotem Attorney-in-Fact | 03/25/2021 | |
** 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 5 (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. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |