Form Type: 4

SEC EDGAR Link
Accession Number:0001209191-21-065111
Date:2021-11-15
Issuer: THREDUP INC. (TDUP)
Original Submission Date:

Reporting Person:

UPFRONT VENTURES MANAGEMENT, LLC
1314 7TH STREET, SUITE 600
SANTA MONICA, CA 90401

Reporting Person:

SUSTER MARK
C/O UPFRONT VENTURES
1314 7TH STREET, SUITE 600 SANTA MONICA, CA 90401

Reporting Person:

SISTERON YVES
C/O UPFRONT VENTURES
1314 7TH STREET, SUITE 600 SANTA MONICA, CA 90401

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
CLASS A COMMON STOCK 2021-11-15 C 557,959 a $0.00 591,775 indirect
CLASS A COMMON STOCK 2021-11-15 C 836,939 a $0.00 887,663 indirect
CLASS A COMMON STOCK 2021-11-15 C 1,801,754 a $0.00 1,910,951 indirect
CLASS A COMMON STOCK 2021-11-15 C 103,348 a $0.00 109,611 indirect
CLASS A COMMON STOCK 2021-11-15 J 591,775 d $0.00 0 indirect
CLASS A COMMON STOCK 2021-11-15 J 887,663 d $0.00 0 indirect
CLASS A COMMON STOCK 2021-11-15 J 1,910,951 d $0.00 0 indirect
CLASS A COMMON STOCK 2021-11-15 J 109,611 d $0.00 0 indirect
CLASS A COMMON STOCK 2021-11-15 J 75,002 a $0.00 75,002 indirect
CLASS A COMMON STOCK 2021-11-15 J 75,002 d $0.00 0 indirect
CLASS A COMMON STOCK 2021-11-15 J 26,630 a $0.00 26,630 indirect
CLASS A COMMON STOCK 2021-11-15 J 26,630 d $0.00 0 indirect
CLASS A COMMON STOCK 2021-11-15 J 441,509 a $0.00 441,509 indirect
CLASS A COMMON STOCK 2021-11-15 J 441,509 d $0.00 0 indirect
CLASS A COMMON STOCK 2021-11-15 J 1,096 a $0.00 1,096 indirect
CLASS A COMMON STOCK 2021-11-15 J 1,096 d $0.00 0 indirect
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
CLASS B COMMON STOCK 0.0 2021-11-15 deemed execution date C 557,959 (d) class a common stock 557,959 $0.00 612,795 indirect by upfront growth i, l.p.
CLASS B COMMON STOCK 0.0 2021-11-15 deemed execution date C 836,939 (d) class a common stock 836,939 $0.00 919,192 indirect by upfront growth ii, l.p.
CLASS B COMMON STOCK 0.0 2021-11-15 deemed execution date C 1,801,754 (d) class a common stock 1,801,754 $0.00 1,978,825 indirect by upfront iv l.p.
CLASS B COMMON STOCK 0.0 2021-11-15 deemed execution date C 103,348 (d) class a common stock 103,348 $0.00 113,503 indirect by upfront iv ancillary, l.p.
Footnotes
IDfootnote
f1 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 distributions described herein.
f2 upfront growth gp i, llc is the general partner of upfront growth i, l.p. ("upfront growth i"). upfront growth gp ii, llc is the general partner of upfront growth ii, l.p. ("upfront growth ii"). upfront gp iv, l.p. is the general partner of upfront iv, l.p. ("upfront iv"). upfront iv ancillary gp, llc is the general partner of upfront iv ancillary, l.p. ("upfront iv ancillary," and together with upfront growth i, upfront growth ii and upfront iv, the "upfront entities"). the upfront entities are managed by upfront ventures management, llc, which is controlled by mark suster and yves sisteron. each of the upfront entities, their respective general partners, upfront ventures management, llc and messrs. suster and sisteron disclaims beneficial ownership of the shares reported herein except to the extent of his or its respective pecuniary interest therein.
f3 represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by upfront growth i to its general partner and limited partners without additional consideration.
f4 represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by upfront growth ii to its general partner and limited partners without additional consideration.
f5 represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by upfront iv to its general partner and limited partners without additional consideration.
f6 represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by upfront iv ancillary to its general partner and limited partners without additional consideration.
f7 represents receipt of shares in the distribution in kind described in footnote (3).
f8 represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by upfront growth gp i, llc to its members without consideration.
f9 represents receipt of shares in the distribution in kind described in footnote (4).
f10 represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by upfront growth gp ii, llc to its members without consideration.
f11 represents receipt of shares in the distribution in kind described in footnote (5).
f12 represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by upfront gp iv, l.p. to its general partner and limited partners without consideration.
f13 represents receipt of shares in the distribution in kind described in footnote (6).
f14 represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by upfront iv ancillary gp, llc to its members without consideration.
f15 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.
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