Upfront Growth I Form 4 Change in insider ownership

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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X

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^*

Upfront GP IV, L.P.

(Last) (First) (Middle)

1314 7TH STREET, SUITE 600

(Street)

SANTA MONICA CA 90401

(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)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/15/2021

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

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	11/15/2021		C(1)		557,959	A	$0.00(1)	591,775	I	By Upfront Growth I, L.P.(2)
Class A Common Stock	11/15/2021		C(1)		836,939	A	$0.00(1)	887,663	I	By Upfront Growth II, L.P.(2)
Class A Common Stock	11/15/2021		C(1)		1,801,754	A	$0.00(1)	1,910,951	I	By Upfront IV L.P.(2)
Class A Common Stock	11/15/2021		C(1)		103,348	A	$0.00(1)	109,611	I	By Upfront IV Ancillary, L.P.(2)
Class A Common Stock	11/15/2021		J(3)		591,775	D	$0.00	0	I	By Upfront Growth I, L.P.(2)
Class A Common Stock	11/15/2021		J(4)		887,663	D	$0.00	0	I	By Upfront Growth II, L.P.(2)
Class A Common Stock	11/15/2021		J(5)		1,910,951	D	$0.00	0	I	By Upfront IV L.P.(2)
Class A Common Stock	11/15/2021		J(6)		109,611	D	$0.00	0	I	By Upfront IV Ancillary, L.P.(2)
Class A Common Stock	11/15/2021		J(7)		75,002	A	$0.00	75,002	I	By Upfront Growth GP I, LLC(2)
Class A Common Stock	11/15/2021		J(8)		75,002	D	$0.00	0	I	By Upfront Growth GP I, LLC(2)
Class A Common Stock	11/15/2021		J(9)		26,630	A	$0.00	26,630	I	Upfront Growth GP II, LLC(2)
Class A Common Stock	11/15/2021		J(10)		26,630	D	$0.00	0	I	Upfront Growth GP II, LLC(2)
Class A Common Stock	11/15/2021		J(11)		441,509	A	$0.00	441,509	I	Upfront GP IV, L.P.(2)
Class A Common Stock	11/15/2021		J(12)		441,509	D	$0.00	0	I	Upfront GP IV, L.P.(2)
Class A Common Stock	11/15/2021		J(13)		1,096	A	$0.00	1,096	I	Upfront IV Ancillary GP, LLC(2)
Class A Common Stock	11/15/2021		J(14)		1,096	D	$0.00	0	I	Upfront IV Ancillary GP, LLC(2)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(15)	11/15/2021		C(1)			557,959	(15)	(15)	Class A Common Stock	557,959	$0.00	612,795	I	By Upfront Growth I, L.P.(2)
Class B Common Stock	(15)	11/15/2021		C(1)			836,939	(15)	(15)	Class A Common Stock	836,939	$0.00	919,192	I	By Upfront Growth II, L.P.(2)
Class B Common Stock	(15)	11/15/2021		C(1)			1,801,754	(15)	(15)	Class A Common Stock	1,801,754	$0.00	1,978,825	I	By Upfront IV L.P.(2)
Class B Common Stock	(15)	11/15/2021		C(1)			103,348	(15)	(15)	Class A Common Stock	103,348	$0.00	113,503	I	By Upfront IV Ancillary, L.P.(2)

1. Name and Address of Reporting Person^*

Upfront GP IV, L.P.

(Last) (First) (Middle)

1314 7TH STREET, SUITE 600

(Street)

SANTA MONICA CA 90401

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Upfront IV, L.P.

(Last) (First) (Middle)

1314 7TH STREET, SUITE 600

(Street)

SANTA MONICA CA 90401

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Upfront IV Ancillary, L.P.

(Last) (First) (Middle)

1314 7TH STREET, SUITE 600

(Street)

SANTA MONICA CA 90401

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Upfront IV Ancillary GP, LLC

(Last) (First) (Middle)

1314 7TH STREET, SUITE 600

(Street)

SANTA MONICA CA 90401

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Upfront Growth GP I, LLC

(Last) (First) (Middle)

1314 7TH STREET, SUITE 600

(Street)

SANTA MONICA CA 90401

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Upfront Growth I, L.P.

(Last) (First) (Middle)

1314 7TH STREET, SUITE 600

(Street)

SANTA MONICA CA 90401

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Upfront Growth GP II, LLC

(Last) (First) (Middle)

1314 7TH STREET, SUITE 600

(Street)

SANTA MONICA CA 90401

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Upfront Growth II, L.P.

(Last) (First) (Middle)

1314 7TH STREET, SUITE 600

(Street)

SANTA MONICA CA 90401

(City) (State) (Zip)

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. 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. Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by Upfront Growth I 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 Upfront Growth II to its general partner and limited partners without additional consideration.

5. Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by Upfront IV to its general partner and limited partners without additional consideration.

6. Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by Upfront IV Ancillary to its general partner and limited partners without additional consideration.

7. Represents receipt of shares in the distribution in kind described in footnote (3).

8. Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by Upfront Growth GP I, LLC to its members without consideration.

9. Represents receipt of shares in the distribution in kind described in footnote (4).

10. Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by Upfront Growth GP II, LLC to its members without consideration.

11. Represents receipt of shares in the distribution in kind described in footnote (5).

12. Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by Upfront GP IV, L.P. to its general partner and limited partners without consideration.

13. Represents receipt of shares in the distribution in kind described in footnote (6).

14. Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by Upfront IV Ancillary GP, LLC to its members without consideration.

15. 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.

Remarks:

1 of 2: The number of joint filers exceeds the EDGAR maximum of 10 joint filers per Form. This Form 4 is being filed in conjunction with a Form 4 being filed by Upfront Ventures Management, LLC and other filing persons.

	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	11/17/2021
	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	11/17/2021
	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	11/17/2021
	Upfront IV Ancillary GP, LLC, By: Upfront Ventures Management, LLC, its managing member, By /s/ Dana Kibler, Chief Financial Officer	11/17/2021
	Upfront Growth GP I, LLC, By: Upfront Ventures Management, LLC, its managing member, By /s/ Dana Kibler, Chief Financial Officer	11/17/2021
	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	11/17/2021
	Upfront Growth GP II, LLC, By: Upfront Ventures Management, LLC, its managing member, By /s/ Dana Kibler, Chief Financial Officer	11/17/2021
	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	11/17/2021
	** Signature of Reporting Person	Date
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