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 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 2021-12-01 4 C 0 430586 0.00 A 430586 I See Footnote Class A Common Stock 2021-12-01 4 C 0 104339 0.00 A 104339 I See Footnote Class A Common Stock 2021-12-01 4 C 0 151950 0.00 A 151950 I See Footnote Class A Common Stock 2021-12-01 4 C 0 13125 0.00 A 13125 I See Footnote Class A Common Stock 2021-12-01 4 J 0 430586 0.00 D 0 I See Footnote Class A Common Stock 2021-12-01 4 J 0 104339 0.00 D 0 I See Footnote Class A Common Stock 2021-12-01 4 J 0 151950 0.00 D 0 I See Footnote Class A Common Stock 2021-12-01 4 J 0 13125 0.00 D 0 I See Footnote Class A Common Stock 2021-12-01 4 J 0 180207 0.00 A 180207 I See Footnote Class A Common Stock 2021-12-01 4 J 0 180207 0.00 D 0 I See Footnote Class A Common Stock 2021-12-01 4 J 0 178 0.00 A 178 I See Footnote Class A Common Stock 2021-12-01 4 J 0 178 0.00 D 0 I See Footnote Class B Common Stock 2021-12-01 4 C 0 430586 0.00 D Class A Common Stock 430586 1633061 I See Footnote Class B Common Stock 2021-12-01 4 C 0 104339 0.00 D Class A Common Stock 104339 395723 I See Footnote Class B Common Stock 2021-12-01 4 C 0 151950 0.00 D Class A Common Stock 151950 576297 I See Footnote Class B Common Stock 2021-12-01 4 C 0 13125 0.00 D Class A Common Stock 13125 51540 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 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. Represents a distribution, and not a purchase or sale, without additional consideration, by each of Highland Capital VII, Highland Capital VII-B, Highland Capital VII-C and Highland Entrepreneurs' Fund, as applicable, to its partners. Represents a change in the form of ownership of HMP VII LP by virtue of the receipt of shares in the in-kind distribution of Class A Common Stock of the Issuer for no consideration by each of Highland Capital VII, Highland Capital VII-B, Highland Capital VII-C and Highland Entrepreneurs' Fund. HMP VII LP received (i) 110,876 of such shares in the in-kind distribution made by Highland Capital VII, (ii) 26,868 of such shares in the in-kind distribution made by Highland Capital VII-B, (iii) 39,128 of such shares in the in-kind distribution made by Highland Capital VII-C and (iv) 3,335 of such shares in the in-kind distribution made by Highland Entrepreneurs' Fund. These shares are held of record by HMP VII LP. HMP VII LLC is the general partner of HMP VII LP, and the Managing Members are the managing members of HMP VII LLC. Each of HMP VII LLC and the Managing Members may be deemed to share voting, investment and dispositive power over the shares held by HMP VII LP and as a result may be deemed to have beneficial ownership over such shares. Each of HMP VII LLC and the Managing Members disclaims beneficial ownership over the shares held by HMP VII LP to the extent of their respective pecuniary interests therein, if any. Represents a pro-rata distribution, and not a purchase or sale, without additional consideration, by HMP VII LP to its partners. Represents a change in the form of ownership of Highland Employee Investment Fund VII Limited Partnership ("HEIF VII") by virtue of the receipt of shares in the in-kind distribution of Class A Common Stock of the Issuer for no consideration by Highland Entrepreneurs' Fund. These shares are held of record by HEIF VII. HMP VII LLC is the general partner of HEIF VII, and the Managing Members are the managing members of HMP VII LLC. Each of HMP VII LLC and the Managing Members may be deemed to share voting, investment and dispositive power over the shares held by HEIF VII and as a result may be deemed to have beneficial ownership over such shares. Each of HMP VII LLC and the Managing Members disclaims beneficial ownership over the shares held by HEIF VII to the extent of their respective pecuniary interests therein, if any. Represents a pro-rata distribution, and not a purchase or sale, without additional consideration, by HEIF VII 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 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 2021-12-03 HIGHLAND MANAGEMENT PARTNERS VII, LLC By: /s/ Jessica Healey, Authorized Manager 2021-12-03 HIGHLAND MANAGEMENT PARTNERS VII LIMITED PARTNERSHIP By: Highland Management Partners VII, LLC, its General Partner By: /s/ Jessica Healey, Authorized Manager 2021-12-03 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 2021-12-03 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 2021-12-03 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 2021-12-03 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 2021-12-03