SEC FORM 4

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Trinity TVL X, LLC

(Last)

(First)

(Middle)

325 SHARON PARK DR., #458

(Street)

MENLO PARK

94025

(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)
07/18/2023

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)
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)
Class A Common Stock	07/18/2023		C⁽¹⁾		49,240	A	$0.00⁽²⁾	49,240	I	By Trinity Ventures X, L.P.⁽³⁾
Class A Common Stock	07/18/2023		C⁽¹⁾		487	A	$0.00⁽²⁾	487	I	By Trinity X Entrepreneurs' Fund, L.P.⁽³⁾
Class A Common Stock	07/18/2023		C⁽¹⁾		272	A	$0.00⁽²⁾	272	I	By Trinity X Side-By-Side Fund, L.P.⁽³⁾
Class A Common Stock	07/18/2023		S⁽¹⁾		49,240	D	$2.6⁽⁴⁾	0	I	By Trinity Ventures X, L.P.⁽³⁾
Class A Common Stock	07/18/2023		S⁽¹⁾		487	D	$2.6⁽⁴⁾	0	I	By Trinity X Entrepreneurs' Fund, L.P.⁽³⁾
Class A Common Stock	07/18/2023		S⁽¹⁾		272	D	$2.6⁽⁴⁾	0	I	By Trinity X Side-By-Side Fund, L.P.⁽³⁾
Class A Common Stock	07/19/2023		C⁽¹⁾		49,240	A	$0.00⁽²⁾	49,240	I	By Trinity Ventures X, L.P.⁽³⁾
Class A Common Stock	07/19/2023		C⁽¹⁾		487	A	$0.00⁽²⁾	487	I	By Trinity X Entrepreneurs' Fund, L.P.⁽³⁾
Class A Common Stock	07/19/2023		C⁽¹⁾		272	A	$0.00⁽²⁾	272	I	By Trinity X Side-By-Side Fund, L.P.⁽³⁾
Class A Common Stock	07/19/2023		S⁽¹⁾		49,240	D	$2.98⁽⁵⁾	0	I	By Trinity Ventures X, L.P.⁽³⁾
Class A Common Stock	07/19/2023		S⁽¹⁾		487	D	$2.98⁽⁵⁾	0	I	By Trinity X Entrepreneurs' Fund, L.P.⁽³⁾
Class A Common Stock	07/19/2023		S⁽¹⁾		272	D	$2.98⁽⁵⁾	0	I	By Trinity X Side-By-Side Fund, L.P.⁽³⁾
Class A Common Stock	07/20/2023		C⁽¹⁾		33,598	A	$0.00⁽²⁾	33,598	I	By Trinity Ventures X, L.P.⁽³⁾
Class A Common Stock	07/20/2023		C⁽¹⁾		332	A	$0.00⁽²⁾	332	I	By Trinity X Entrepreneurs' Fund, L.P.⁽³⁾
Class A Common Stock	07/20/2023		C⁽¹⁾		186	A	$0.00⁽²⁾	186	I	By Trinity X Side-By-Side Fund, L.P.⁽³⁾
Class A Common Stock	07/20/2023		S⁽¹⁾		33,598	D	$3.24⁽⁶⁾	0	I	By Trinity Ventures X, L.P.⁽³⁾
Class A Common Stock	07/20/2023		S⁽¹⁾		332	D	$3.24⁽⁶⁾	0	I	By Trinity X Entrepreneurs' Fund, L.P.⁽³⁾
Class A Common Stock	07/20/2023		S⁽¹⁾		186	D	$3.24⁽⁶⁾	0	I	By Trinity X Side-By-Side Fund, L.P.⁽³⁾
Class A Common Stock								47	D⁽⁷⁾
Class A Common Stock								957	D⁽⁸⁾
Class A Common Stock								1,031	D⁽⁹⁾

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)
Class B Common Stock	⁽²⁾	07/18/2023		C⁽¹⁾			49,240	⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	49,240	$0.00⁽¹⁰⁾	8,640,956	I	By Trinity Ventures X, L.P.⁽³⁾
Class B Common Stock	⁽²⁾	07/18/2023		C⁽¹⁾			487	⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	487	$0.00⁽¹⁰⁾	85,549	I	By Trinity X Entrepreneurs' Fund, L.P.⁽³⁾
Class B Common Stock	⁽²⁾	07/18/2023		C⁽¹⁾			272	⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	272	$0.00⁽¹⁰⁾	47,755	I	By Trinity X Side-By-Side Fund, L.P.⁽³⁾
Class B Common Stock	⁽²⁾	07/19/2023		C⁽¹⁾			49,240	⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	49,240	$0.00⁽¹⁰⁾	8,591,716	I	By Trinity Ventures X, L.P.⁽³⁾
Class B Common Stock	⁽²⁾	07/19/2023		C⁽¹⁾			487	⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	487	$0.00⁽¹⁰⁾	85,062	I	By Trinity X Entrepreneurs' Fund, L.P.⁽³⁾
Class B Common Stock	⁽²⁾	07/19/2023		C⁽¹⁾			272	⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	272	$0.00⁽¹⁰⁾	47,483	I	By Trinity X Side-By-Side Fund, L.P.⁽³⁾
Class B Common Stock	⁽²⁾	07/20/2023		C⁽¹⁾			33,598	⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	33,598	$0.00⁽¹⁰⁾	8,558,118	I	By Trinity Ventures X, L.P.⁽³⁾
Class B Common Stock	⁽²⁾	07/20/2023		C⁽¹⁾			332	⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	332	$0.00⁽¹⁰⁾	84,730	I	By Trinity X Entrepreneurs' Fund, L.P.⁽³⁾
Class B Common Stock	⁽²⁾	07/20/2023		C⁽¹⁾			186	⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	186	$0.00⁽¹⁰⁾	47,297	I	By Trinity X Side-By-Side Fund, L.P.⁽³⁾

1. Name and Address of Reporting Person^*

Trinity TVL X, LLC

(Last)

(First)

(Middle)

325 SHARON PARK DR., #458

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

TRINITY VENTURES X LP

(Last)

(First)

(Middle)

325 SHARON PARK DR., #458

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Trinity X Entrepreneurs' Fund, L.P.

(Last)

(First)

(Middle)

325 SHARON PARK DR., #458

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Trinity X Side-By-Side Fund, L.P.

(Last)

(First)

(Middle)

325 SHARON PARK DR., #458

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

CHOPRA AJAY

(Last)

(First)

(Middle)

C/O TRINITY VENTURES

325 SHARON PARK DR., #458

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Fenton Noel J

(Last)

(First)

(Middle)

C/O TRINITY VENTURES

325 SHARON PARK DR., #458

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. This transaction was made pursuant to a Rule 10b5-1 trading plan adopted on June 9, 2023.

2. Each share of Class B Common Stock was converted into one share of Class A Common Stock for no additional consideration.

3. Trinity TVL X, LLC is the General Partner of Trinity Ventures X, L.P., Trinity X Entrepreneurs Fund, L.P. and Trinity X Side-By-Side Fund, L.P. (collectively, the "Trinity Funds"), and the Management Members of Trinity TVL X, LLC share voting and dispositive power over the shares held by each of the Trinity Funds. The Management Members of Trinity TVL X, LLC are Ajay Chopra, Noel Fenton and Patricia Nakache. Each of Trinity TVL X, LLC, Mr. Chopra and Mr. Fenton disclaims beneficial ownership of the shares reported herein except to the extent of its or his respective pecuniary interest therein. Ms. Nakache is a director of the Issuer and files separate Section 16 reports.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.59 to $2.63 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.97 to $3.00 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.24 to $3.25 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

7. Shares are directly held by TVL Management Corp ("TVL Corp"). Each of Ajay Chopra, Noel Fenton and Patricia Nakache is an executive officer and director of TVL Corp and shares voting and dispositive power over the shares held by TVL Corp. Each of Mr. Chopra and Mr. Fenton disclaims beneficial ownership of the shares reported herein except to the extent of his respective pecuniary interest therein. Ms. Nakache is a director of the Issuer and files separate Section 16 reports.

8. Shares are directly held by Ajay Chopra.

9. Shares are directly held by Noel J. Fenton.

10. 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:

	Trinity TVL X, LLC By /s/ Lyle McCulloch, SVP Finance	07/20/2023
	Trinity Ventures X, L.P., By: Trinity TVL X, LLC, its General Partner, By /s/ Lyle McCulloch, SVP Finance	07/20/2023
	Trinity X Entrepreneurs' Fund, L.P., By: Trinity TVL X, LLC, its General Partner, By /s/ Lyle McCulloch, SVP Finance	07/20/2023
	Trinity X Side-By-Side Fund, L.P., By: Trinity TVL X, LLC, its General Partner, By /s/ Lyle McCulloch, SVP Finance	07/20/2023
	/s/ Ajay Chopra	07/20/2023
	/s/ Noel J. Fenton	07/20/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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