UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
THREDUP INC.
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(Name of Issuer)
Class A common stock, par value $0.0001 per share
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(Title of Class of Securities)
88556E102
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(CUSIP Number)
December 31, 2021
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[] Rule 13d-1(b)
[] Rule 13d-1(c)
[X] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
Page 1 of 9
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CUSIP No. 88556E102 13G
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1. Name of Reporting Person
I.R.S. Identification No. of above Person
Goldman Sachs Asset Management
(Goldman Sachs Asset Management, L.P., together with GS
Investment Strategies, LLC, "Goldman Sachs Asset Management")
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2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
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3. SEC Use Only
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4. Citizenship or Place of Organization
Delaware
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5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
7,789,363
Owned by
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Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
7,789,363
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
7,789,363
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10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
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11. Percent of Class Represented by Amount in Row (9)
14.9 %
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12. Type of Reporting Person
IA
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Page 2 of 9
Item 1(a). Name of Issuer:
THREDUP INC.
Item 1(b). Address of Issuer's Principal Executive Offices:
969 Broadway, Suite 200,
Oakland, CA 94607
Item 2(a). Name of Persons Filing:
GOLDMAN SACHS ASSET MANAGEMENT
Item 2(b). Address of Principal Business Office or, if none, Residence:
Goldman Sachs Asset Management
200 West Street
New York, NY 10282
Item 2(c). Citizenship:
GOLDMAN SACHS ASSET MANAGEMENT, L.P. - Delaware
GS INVESTMENT STRATEGIES, LLC - Delaware
Item 2(d). Title of Class of Securities:
Class A common stock, par value $0.0001 per share
Item 2(e). CUSIP Number:
88556E102
Item 3. Not Applicable
Page 3 of 9
Item 4. Ownership.*
(a). Amount beneficially owned:
See the response(s) to Item 9 on the attached cover page(s).
(b). Percent of Class:
See the response(s)to Item 11 on the attached cover page(s).
(c). Number of shares as to which such person has:
(i). Sole power to vote or to direct the vote: See the
response(s) to Item 5 on the attached cover page(s).
(ii). Shared power to vote or to direct the vote: See the
response(s) to Item 6 on the attached cover page(s).
(iii). Sole power to dispose or to direct the disposition
of: See the response(s) to Item 7 on the attached
cover page(s).
(iv). Shared power to dispose or to direct the disposition
of: See the response(s) to Item 8 on the attached
cover page(s).
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Clients of the Reporting Person(s) have or may have the
right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, securities
held in their accounts. Clients known to have such right or
power with respect to more than 5% of the class of
securities to which this report relates are:
NONE
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent
Holding Company.
Not Applicable
Item 8. Identification and Classification of Members of the Group.
Not Applicable
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certification.
Not Applicable
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Page 4 of 9
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in
this statement is true, complete and correct.
Date: February 08, 2022,
GOLDMAN SACHS ASSET MANAGEMENT, L.P.
By:/s/ Terry Mosher
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Name: Terry Mosher
Title: Attorney-in-fact
GS INVESTMENT STRATEGIES, LLC
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
Page 5 of 9
INDEX TO EXHIBITS
Exhibit No. Exhibit
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99.1 Joint Filing Agreement
99.2 Power of Attorney, relating to
GOLDMAN SACHS ASSET MANAGEMENT, L.P.
99.3 Power of Attorney, relating to
GS INVESTMENT STRATEGIES, LLC
Page 6 of 9
EXHIBIT (99.1)
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) promulgated under the Securities
Exchange Act of 1934, the undersigned agree to the joint filing of a Statement
on Schedule 13G (including any and all amendments thereto) with respect to the
Class A common stock, par value $0.0001 per share, of THREDUP INC.
and further agree to the filing of this agreement as an Exhibit thereto.
In addition, each party to this Agreement expressly authorizes each other party
to this Agreement to file on its behalf any and all amendments to such Statement
on Schedule 13G.
Date: February 08, 2022,
GOLDMAN SACHS ASSET MANAGEMENT, L.P.
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
GS INVESTMENT STRATEGIES, LLC
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
Page 7 of 9
EXHIBIT (99.2)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN SACHS ASSET MANAGEMENT, L.P.
does hereby make, constitute and appoint each of Stephanie Snyder, Terry
Mosher, Jamie Minieri, Rachel Fraizer, and Terrance Grey (and any other
employee of The Goldman Sachs Group, Inc. or one of its affiliates designated
in writing by one of the attorneys-in-fact), acting individually, its true and
lawful attorney, to execute and deliver in its name and on its behalf whether
the Company is acting individually or as representative of others, any and all
filings required to be made by the Company under the Securities Exchange Act
of 1934, (as amended, the "Act"), with respect to securities which may be
deemed to be beneficially owned by the Company under the Act, giving and
granting unto each said attorney-in-fact power and authority to act in the
premises as fully and to all intents and purposes as the Company might or
could do if personally present by one of its authorized signatories, hereby
ratifying and confirming all that said attorney-in-fact shall lawfully do or
cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted ceases) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
December 6, 2021.
GOLDMAN SACHS ASSET MANAGEMENT, L.P.
By: GSAM HOLDINGS LLC., its General Partner
By: /s/ David Plutzer
____________________________
Name: David Plutzer
Title: Authorized Signatory, Managing Director
Page 8 of 9
EXHIBIT (99.3)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS GS INVESTMENT STRATEGIES, LLC
(the "Company") does hereby make, constitute and appoint each of Stephanie
Snyder, Jerry Li, Jamie Minieri, Nicole Clark, Terry Mosher,
Rachel Fraizer, and Terrance Grey (and any other employee
of The Goldman Sachs Group, Inc. or one of its affiliates
designated in writing by one of the attorneys-in-fact), acting individually, its
true and lawful attorney, to execute and deliver in its name and on its behalf
whether the Company is acting individually or as representative of others, any
and all filings required to be made by the Company under the Securities Exchange
Act of 1934, (as amended, the "Act"), with respect to securities which may be
deemed to be beneficially owned by the Company under the Act,giving and granting
unto each said attorney-in-fact power and authority to act in the premises as
fully and to all intents and purposes as the Company might or could do if
personally present by one of its authorized signatories, hereby ratifying and
confirming all that said attorney-in-fact shall lawfully do or cause to be
done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
December 16, 2020
GS INVESTMENT STRATEGIES, LLC
By: /s/ David W. Lang
____________________________
Name: David W. Lang
Title: Authorized Signatory and Managing Director
Page 9 of 9