EX-FILING FEES 2 exhibit107.htm EX-FILING FEES Document

Exhibit 107
Calculation of Filing Fee Tables
Form S-8 
(Form Type)
ThredUp Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities

Security Type Security Class Title Fee Calculation Rule 
Amount Registered(1)
 
Proposed Maximum
Offering Price Per Unit
 
Maximum Aggregate
Offering Price
 Fee Rate Amount of Registration Fee
EquityClass A common stock, $0.0001 par value per share 
Other(2)
4,921,736(3)
 
$6.45(2)
$31,745,197.20$0.0000927$2,942.78
EquityClass A common stock, $0.0001 par value per share 
Other(4)
984,347(5)
 
$5.49(4)
$5,404,065.03$0.0000927$500.96
Total Offering Amounts
 
 $37,149,262.23
Total Fees Previously Paid
 
 
Total Fee Offsets(6)
 
 
Net Fee Due
 
 $3,443.74

(1)Pursuant to Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 (this “Registration Statement”) shall also cover any additional shares of Class A common stock, par value $0.0001 per share (“Class A Common Stock”) of ThredUp Inc. (the “Registrant”) that become issuable under the Registrant’s 2021 Stock Option and Incentive Plan (the “2021 Plan”) and the Registrant’s 2021 Employee Stock Purchase Plan (the “2021 ESPP”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of Class A Common Stock.
(2)Estimated in accordance with Rules 457(c) and 457(h) of the Securities Act solely for the purpose of calculating the registration fee on the basis of $6.45 per share, which is the average of the high and low prices of Class A Common Stock on March 15, 2022, as reported on the Nasdaq Global Select Market.
(3)Represents shares of Class A Common Stock that were automatically added to the shares authorized for issuance under the 2021 Plan on January 1, 2022 pursuant to an “evergreen” provision contained in the 2021 Plan. Pursuant to such provision, the number of shares reserved for issuance under the 2021 Plan automatically increases on January 1st of each year by five percent (5%) of the total number of shares of the Registrant’s Class A Common Stock and Class B common stock (“Class B Common Stock”) issued and outstanding on the immediately preceding December 31st or such lesser number of shares as approved by the Registrant’s board of directors or the Registrant’s compensation committee.
(4)Estimated in accordance with Rules 457(c) and Rule 457(h) of the Securities Act solely for the purpose of calculating the registration fee on the basis of eighty-five percent (85%) of $6.45 per share, which is the average of the high and low prices of Class A Common Stock on March 15, 2022, as reported on the Nasdaq Global Select Market. Pursuant to the 2021 ESPP, the purchase price of the



shares of Class A Common Stock reserved for issuance thereunder will be at least eighty-five percent (85%) of the lower of the fair market value of a share of Class A Common Stock on the first trading day of the offering period or on the exercise date.
(5)Represents shares of Class A Common Stock that were automatically added to the shares authorized for issuance under the 2021 ESPP on January 1, 2022 pursuant to an “evergreen” provision contained in the 2021 ESPP. Pursuant to such provision, the number of shares reserved for issuance under the 2021 ESPP automatically increases on January 1st of each year by the lesser of (i) 4,000,000 shares of Class A Common Stock, (ii) one percent (1%) of the total number of shares of Class A Common Stock and Class B Common Stock issued and outstanding on the immediately preceding December 31st or (iii) such lesser number of shares of Class A Common Stock as approved by the administrator of the 2021 ESPP, which is a person or persons appointed by the Registrant’s board of directors.
(6)The Registrant does not have any fee offsets.