0001484778-21-000051.txt : 20210802 0001484778-21-000051.hdr.sgml : 20210802 20210802194616 ACCESSION NUMBER: 0001484778-21-000051 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210802 FILED AS OF DATE: 20210802 DATE AS OF CHANGE: 20210802 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HIGHLAND CAPITAL PARTNERS VII-B L P CENTRAL INDEX KEY: 0001343244 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40249 FILM NUMBER: 211137426 BUSINESS ADDRESS: STREET 1: 92 HAYDEN AVE CITY: LEXINGTON STATE: MA ZIP: 02421 BUSINESS PHONE: 781-861-5500 MAIL ADDRESS: STREET 1: 92 HAYDEN AVE CITY: LEXINGTON STATE: MA ZIP: 02421 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Highland Capital Partners VII-C LP CENTRAL INDEX KEY: 0001343673 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40249 FILM NUMBER: 211137425 BUSINESS ADDRESS: STREET 1: 92 HAYDEN AVE CITY: LEXINGTON STATE: MA ZIP: 02421 MAIL ADDRESS: STREET 1: 92 HAYDEN AVE CITY: LEXINGTON STATE: MA ZIP: 02421 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Highland Capital Partners VII LP CENTRAL INDEX KEY: 0001343678 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40249 FILM NUMBER: 211137427 BUSINESS ADDRESS: STREET 1: 92 HAYDEN AVE CITY: LEXINGTON STATE: MA ZIP: 02421 MAIL ADDRESS: STREET 1: 92 HAYDEN AVE CITY: LEXINGTON STATE: MA ZIP: 02421 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Highland Management Partners VIII Ltd CENTRAL INDEX KEY: 0001554033 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40249 FILM NUMBER: 211137430 BUSINESS ADDRESS: STREET 1: ONE BROADWAY, 16TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 617-401-4500 MAIL ADDRESS: STREET 1: ONE BROADWAY, 16TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Highland Entrepreneurs Fund VII Limited Partnership CENTRAL INDEX KEY: 0001357840 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40249 FILM NUMBER: 211137424 BUSINESS ADDRESS: STREET 1: 92 HAYDEN AVENUE CITY: LEXINGTON STATE: MA ZIP: 02421 BUSINESS PHONE: 781-861-5500 MAIL ADDRESS: STREET 1: 92 HAYDEN AVENUE CITY: LEXINGTON STATE: MA ZIP: 02421 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Highland Management Partners VII, LLC CENTRAL INDEX KEY: 0001554026 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40249 FILM NUMBER: 211137429 BUSINESS ADDRESS: STREET 1: ONE BROADWAY, 16TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 617-401-4500 MAIL ADDRESS: STREET 1: ONE BROADWAY, 16TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Highland Management Partners VII Limited Partnership CENTRAL INDEX KEY: 0001554027 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40249 FILM NUMBER: 211137428 BUSINESS ADDRESS: STREET 1: ONE BROADWAY, 16TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 617-401-4500 MAIL ADDRESS: STREET 1: ONE BROADWAY, 16TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ThredUp Inc. CENTRAL INDEX KEY: 0001484778 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 264009181 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 969 BROADWAY STREET 2: SUITE 200 CITY: OAKLAND STATE: CA ZIP: 94607 BUSINESS PHONE: 415-402-5202 MAIL ADDRESS: STREET 1: 969 BROADWAY STREET 2: SUITE 200 CITY: OAKLAND STATE: CA ZIP: 94607 FORMER COMPANY: FORMER CONFORMED NAME: thredUP DATE OF NAME CHANGE: 20100222 4 1 wf-form4_162794794638539.xml FORM 4 X0306 4 2021-08-02 0 0001484778 ThredUp Inc. TDUP 0001554033 Highland Management Partners VIII Ltd ONE BROADWAY, 16TH FLOOR CAMBRIDGE MA 02142 0 0 1 0 0001554026 Highland Management Partners VII, LLC ONE BROADWAY 16TH FLOOR CAMBRIDGE MA 02142 0 0 1 0 0001554027 Highland Management Partners VII Limited Partnership ONE BROADWAY 16TH FLOOR CAMBRIDGE MA 02142 0 0 1 0 0001343678 Highland Capital Partners VII LP ONE BROADWAY 16TH FLOOR CAMBRIDGE MA 02142 0 0 1 0 0001343244 HIGHLAND CAPITAL PARTNERS VII-B L P ONE BROADWAY 16TH FLOOR CAMBRIDGE MA 02142 0 0 1 0 0001343673 Highland Capital Partners VII-C LP ONE BROADWAY 16TH FLOOR CAMBRIDGE MA 02142 0 0 1 0 0001357840 Highland Entrepreneurs Fund VII Limited Partnership ONE BROADWAY 16TH FLOOR CAMBRIDGE MA 02142 0 0 1 0 Class A Common Stock 2021-08-02 4 C 0 229293 0 A 229293 I See Footnote Class A Common Stock 2021-08-02 4 C 0 55562 0 A 55562 I See Footnote Class A Common Stock 2021-08-02 4 C 0 80916 0 A 80916 I See Footnote Class A Common Stock 2021-08-02 4 C 0 7185 0 A 7185 I See Footnote Class A Common Stock 2021-08-02 4 S 0 229293 23.1588 D 0 I See Footnote Class A Common Stock 2021-08-02 4 S 0 55562 23.1588 D 0 I See Footnote Class A Common Stock 2021-08-02 4 S 0 80916 23.1588 D 0 I See Footnote Class A Common Stock 2021-08-02 4 S 0 7185 23.1588 D 0 I See Footnote Class B Common Stock 2021-08-02 4 C 0 229293 0 D Class A Common Stock 229293.0 2063647 I See Footnote Class B Common Stock 2021-08-02 4 C 0 55562 0 D Class A Common Stock 55562.0 500062 I See Footnote Class B Common Stock 2021-08-02 4 C 0 80916 0 D Class A Common Stock 80916.0 728247 I See Footnote Class B Common Stock 2021-08-02 4 C 0 7185 0 D Class A Common Stock 7185.0 64665 I See Footnote 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 registered public offering of shares of the Issuer's Class A Common Stock, pursuant to a final prospectus dated July 28, 2021, which offering was consummated on August 2, 2021. These shares are held of record by Highland Capital Partners VII Limited Partnership ("Highland Capital VII"). Highland Management Partners VII, LLC ("HMP VII LLC") is the general partner of Highland Management Partners VII Limited Partnership ("HMP VII LP"), which is the general partner of Highland Capital VII. Robert J. Davis, Paul A. Maeder, Corey M. Mulloy and Daniel J. Nova, a member of the Issuer's board of directors (collectively, the "Managing Members"), are the managing members of HMP VII LLC. Each of HMP VII LP, HMP VII LLC and the Managing Members may be deemed to share voting, investment and dispositive power over the shares held by Highland Capital VII and as a result may be deemed to have beneficial ownership over such shares. Each of HMP VII LP, HMP VII LLC and the Managing Members disclaims beneficial ownership over the shares held by Highland Capital VII to the extent of its or their respective pecuniary interests therein, if any. These shares are held of record by Highland Capital Partners VII-B Limited Partnership ("Highland Capital VII-B"). HMP VII LLC is the general partner of HMP VII LP, which is the general partner of Highland Capital VII-B. The Managing Members are the managing members of HMP VII LLC. Each of HMP VII LP, HMP VII LLC and the Managing Members may be deemed to share voting, investment and dispositive power over the shares held by Highland Capital VII-B and as a result may be deemed to have beneficial ownership over such shares. Each of HMP VII LP, HMP VII LLC and the Managing Members disclaims beneficial ownership over the shares held by Highland Capital VII-B to the extent of its or their respective pecuniary interests therein, if any. These shares are held of record by Highland Capital Partners VII-C Limited Partnership ("Highland Capital VII-C"). HMP VII LLC is the general partner of HMP VII LP, which is the general partner of Highland Capital VII-C. The Managing Members are the managing members of HMP VII LLC. Each of HMP VII LP, HMP VII LLC and the Managing Members may be deemed to share voting, investment and dispositive power over the shares held by Highland Capital VII-C and as a result may be deemed to have beneficial ownership over such shares. Each of HMP VII LP, HMP VII LLC and the Managing Members disclaims beneficial ownership over the shares held by Highland Capital VII-C to the extent of its or their respective pecuniary interests therein, if any. These shares are held of record by Highland Entrepreneurs' Fund VII Limited Partnership ("Highland Entrepreneurs' Fund"). HMP VII LLC is the general partner of HMP VII LP, which is the general partner of Highland Entrepreneurs' Fund. The Managing Members are the managing members of HMP VII LLC. Each of HMP VII LP, HMP VII LLC and the Managing Members may be deemed to share voting, investment and dispositive power over the shares held by Highland Entrepreneurs' Fund and as a result may be deemed to have beneficial ownership over such shares. Each of HMP VII LP, HMP VII LLC and the Managing Members disclaims beneficial ownership over the shares held by Highland Entrepreneurs' Fund to the extent of their respective pecuniary interests therein, if any. Pursuant to an underwriting agreement and in connection with the registered public offering of shares of the Issuer's Class A Common Stock, pursuant to a final prospectus dated July 28, 2021, which offering was consummated on August 2, 2021, Highland Capital VII sold 229,293 shares of Class A Common Stock, Highland Capital VII-B sold 55,562 shares of Class A Common Stock, Highland Capital VII-C sold 80,916 shares of Class A Common Stock and Highland Entrepreneurs' Fund sold 7,185 shares of Class A Common Stock, each at a price per share of $23.1588 (after underwriting discounts and commissions). Highland Capital VII, Highland Capital VII-B, Highland Capital VII-C and Highland Entrepreneurs' Fund were selling stockholders in the registered public offering. 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. Daniel J. Nova is a member of the Issuer's board of directors and files separate Section 16 reports. Due to SEC restrictions on the number of reporting persons, this is Form 1 of 2, being filed collectively by each of the undersigned Reporting Persons and Highland Management Partners VIII Limited Partnership, Highland Capital Partners VIII Limited Partnership, Highland Capital Partners VIII-B Limited Partnership, and Highland Capital Partners VIII-C Limited Partnership. HIGHLAND MANAGEMENT PARTNERS VIII LIMITED By: /s/ Jessica Healey, Authorized Officer 2021-08-02 HIGHLAND MANAGEMENT PARTNERS VII, LLC By: /s/ Jessica Healey, Authorized Manager 2021-08-02 HIGHLAND MANAGEMENT PARTNERS VII LIMITED PARTNERSHIP By: Highland Management Partners VII, LLC, its General Partner By: /s/ Jessica Healey, Authorized Manager 2021-08-02 HIGHLAND CAPITAL PARTNERS VII LIMITED PARTNERSHIP By: Highland Management Partners VII Limited Partnership, its General Partner By: Highland Management Partners VII, LLC, its General Partner By: /s/ Jessica Healey, Authorized Manager 2021-08-02 HIGHLAND CAPITAL PARTNERS VII-B LIMITED PARTNERSHIP By: Highland Management Partners VII Limited Partnership, its General Partner By: Highland Management Partners VII, LLC, its General Partner By: /s/ Jessica Healey, Authorized Manager 2021-08-02 HIGHLAND CAPITAL PARTNERS VII-C LIMITED PARTNERSHIP By: Highland Management Partners VII Limited Partnership, its General Partner By: Highland Management Partners VII, LLC, its General Partner By: /s/ Jessica Healey, Authorized Manager 2021-08-02 HIGHLAND ENTREPRENEURS' FUND VII LIMITED PARTNERSHIP By: Highland Management Partners VII Limited Partnership, its General Partner By: Highland Management Partners VII, LLC, its General Partner By: /s/ Jessica Healey, Authorized Manager 2021-08-02