0000899243-21-046798.txt : 20211203 0000899243-21-046798.hdr.sgml : 20211203 20211203163144 ACCESSION NUMBER: 0000899243-21-046798 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211201 FILED AS OF DATE: 20211203 DATE AS OF CHANGE: 20211203 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Highland Capital Partners VIII-C Limited Partnership CENTRAL INDEX KEY: 0001467823 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40249 FILM NUMBER: 211470462 BUSINESS ADDRESS: STREET 1: ONE BROADWAY STREET 2: 16TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 781-861-5500 MAIL ADDRESS: STREET 1: ONE BROADWAY STREET 2: 16TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Highland Capital Partners VIII-B Limited Partnership CENTRAL INDEX KEY: 0001467824 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40249 FILM NUMBER: 211470463 BUSINESS ADDRESS: STREET 1: ONE BROADWAY STREET 2: 16TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 781-861-5500 MAIL ADDRESS: STREET 1: ONE BROADWAY STREET 2: 16TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Highland Management Partners VIII Limited Partnership CENTRAL INDEX KEY: 0001554280 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40249 FILM NUMBER: 211470465 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 Capital Partners VIII Limited Partnership CENTRAL INDEX KEY: 0001467825 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40249 FILM NUMBER: 211470464 BUSINESS ADDRESS: STREET 1: ONE BROADWAY STREET 2: 16TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 781-861-5500 MAIL ADDRESS: STREET 1: ONE BROADWAY STREET 2: 16TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 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: 211470466 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 doc4.xml FORM 4 SUBMISSION X0306 4 2021-12-01 0 0001484778 ThredUp Inc. TDUP 0001554033 Highland Management Partners VIII Ltd ONE BROADWAY, 16TH FLOOR CAMBRIDGE MA 02142 0 0 1 0 0001554280 Highland Management Partners VIII Limited Partnership ONE BROADWAY, 16TH FLOOR CAMBRIDGE MA 02142 0 0 1 0 0001467825 Highland Capital Partners VIII Limited Partnership ONE BROADWAY, 16TH FLOOR CAMBRIDGE MA 02142 0 0 1 0 0001467824 Highland Capital Partners VIII-B Limited Partnership ONE BROADWAY, 16TH FLOOR CAMBRIDGE MA 02142 0 0 1 0 0001467823 Highland Capital Partners VIII-C Limited Partnership ONE BROADWAY, 16TH FLOOR CAMBRIDGE MA 02142 0 0 1 0 Class A Common Stock 2021-12-01 4 C 0 943313 0.00 A 943313 I See Footnote Class A Common Stock 2021-12-01 4 C 0 14625 0.00 A 14625 I See Footnote Class A Common Stock 2021-12-01 4 C 0 342062 0.00 A 342062 I See Footnote Class A Common Stock 2021-12-01 4 J 0 943313 0.00 D 0 I See Footnote Class A Common Stock 2021-12-01 4 J 0 14625 0.00 D 0 I See Footnote Class A Common Stock 2021-12-01 4 J 0 342062 0.00 D 0 I See Footnote Class A Common Stock 2021-12-01 4 J 0 26000 0.00 A 26000 I See Footnote Class A Common Stock 2021-12-01 4 J 0 26000 0.00 D 0 I See Footnote Class B Common Stock 2021-12-01 4 C 0 943313 0.00 D Class A Common Stock 943313 3580027 I See Footnote Class B Common Stock 2021-12-01 4 C 0 14625 0.00 D Class A Common Stock 14625 55504 I See Footnote Class B Common Stock 2021-12-01 4 C 0 342062 0.00 D Class A Common Stock 342062 1298186 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. These shares are held of record by Highland Capital Partners VIII Limited Partnership ("Highland Capital VIII"). Highland Management Partners VIII Limited ("HMP VIII Ltd") is the general partner of Highland Management Partners VIII Limited Partnership ("HMP VIII LP"), which is the general partner of Highland Capital VIII. Robert J. Davis, Paul A. Maeder, Corey M. Mulloy and Daniel J. Nova, a member of the Issuer's board of directors (collectively, the "HMP VIII Ltd Directors"), are the directors of HMP VIII Ltd. Each of HMP VIII LP, HMP VIII Ltd and the HMP VIII Ltd Directors may be deemed to share voting, investment and dispositive power over the shares held by Highland Capital VIII and as a result may be deemed to have beneficial ownership over such shares. Each of HMP VIII LP, HMP VIII Ltd and the HMP VIII Ltd Directors disclaims beneficial ownership over the shares held by Highland Capital VIII to the extent of its or their respective pecuniary interests therein, if any. These shares are held of record by Highland Capital Partners VIII-B Limited Partnership ("Highland Capital VIII-B"). HMP VIII Ltd is the general partner of HMP VIII LP, which is the general partner of Highland Capital VIII-B. The HMP VIII Ltd Directors are the directors of HMP VIII Ltd. Each of HMP VIII LP, HMP VIII Ltd and the HMP VIII Ltd Directors may be deemed to share voting, investment and dispositive power over the shares held by Highland Capital VIII-B and as a result may be deemed to have beneficial ownership over such shares. Each of HMP VIII LP, HMP VIII Ltd and the HMP VIII Ltd Directors disclaims beneficial ownership over the shares held by Highland Capital VIII-B to the extent of its or their respective pecuniary interests therein, if any. These shares are held of record by Highland Capital Partners VIII-C Limited Partnership ("Highland Capital VIII-C"). HMP VIII Ltd is the general partner of HMP VIII LP, which is the general partner of Highland Capital VIII-C. The HMP VIII Ltd Directors are the directors of HMP VIII Ltd. Each of HMP VIII LP, HMP VIII Ltd and the HMP VIII Ltd Directors may be deemed to share voting, investment and dispositive power over the shares held by Highland Capital VIII-C and as a result may be deemed to have beneficial ownership over such shares. Each of HMP VIII LP, HMP VIII Ltd and the HMP VIII Ltd Directors disclaims beneficial ownership over the shares held by Highland Capital VIII-C to the extent of its or their respective pecuniary interests therein, if any. Represents a pro-rata distribution, and not a purchase or sale, without additional consideration, by each of Highland Capital VIII, Highland Capital VIII-B and Highland Capital VIII-C, as applicable, to its partners. Represents a change in the form of ownership of HMP VIII LP by virtue of the receipt of shares in the pro-rata in-kind distribution of Class A Common Stock of the Issuer for no consideration by each of Highland Capital VIII, Highland Capital VIII-B and Highland Capital VIII-C. HMP VIII LP received (i) 18,867 of such shares in the pro-rata in-kind distribution made by Highland Capital VIII, (ii) 292 of such shares in the pro-rata in-kind distribution made by Highland Capital VIII-B, and (iii) 6,841 of such shares in the pro-rata in-kind distribution made by Highland Capital VIII-C. These shares are held of record by HMP VIII LP. HMP VIII Ltd is the general partner of HMP VIII LP and the HMP VIII Ltd Directors are the directors of HMP VIII Ltd. Each of HMP VIII Ltd and the HMP VIII Ltd Directors may be deemed to share voting, investment and dispositive power over the shares held by HMP VIII LP and as a result may be deemed to have beneficial ownership over such shares. Each of HMP VIII Ltd and the HMP VIII Ltd Directors disclaims beneficial ownership over the shares held by HMP VIII LP to the extent of its or their respective pecuniary interests therein, if any. Represents a pro-rata distribution, and not a purchase or sale, without additional consideration, by HMP VIII LP to its partners. 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 2 of 2, being filed collectively by each of the undersigned Reporting Persons and Highland Management Partners VII, LLC, Highland Management Partners VII Limited Partnership, Highland Capital Partners VII Limited Partnership, Highland Capital Partners VII-B Limited Partnership, Highland Capital Partners VII-C Limited Partnership, and Highland Entrepreneurs' Fund VII Limited Partnership. HIGHLAND MANAGEMENT PARTNERS VIII LIMITED By: /s/ Jessica Healey, Authorized Officer 2021-12-03 HIGHLAND MANAGEMENT PARTNERS VIII LIMITED PARTNERSHIP By: Highland Management Partners VIII Limited, its General Partner By: /s/ Jessica Healey, Authorized Officer 2021-12-03 HIGHLAND CAPITAL PARTNERS VIII LIMITED PARTNERSHIP By: Highland Management Partners VIII Limited Partnership, its General Partner By: Highland Management Partners VIII Limited, its General Partner By: /s/ Jessica Healey, Authorized Officer 2021-12-03 HIGHLAND CAPITAL PARTNERS VIII-B LIMITED PARTNERSHIP By: Highland Management Partners VIII Limited Partnership, its General Partner By: Highland Management Partners VIII Limited, its General Partner By: /s/ Jessica Healey, Authorized Officer 2021-12-03 HIGHLAND CAPITAL PARTNERS VIII-C LIMITED PARTNERSHIP By: Highland Management Partners VIII Limited Partnership, its General Partner By: Highland Management Partners VIII Limited, its General Partner By: /s/ Jessica Healey, Authorized Officer 2021-12-03