Form Type: 4

SEC EDGAR Link
Accession Number:0001484778-22-000157
Date:2022-08-16
Issuer: THREDUP INC. (TDUP)
Original Submission Date:

Reporting Person:

MARINO ANTHONY SALVATORE
C/O THREDUP INC.
969 BROADWAY, SUITE 200 OAKLAND, CA 94607

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 2022-09-01 A 10,388 a $0.00 78,924 direct
CLASS A COMMON STOCK 2022-09-02 S 3,828 d $2.31 75,096 direct
CLASS A COMMON STOCK 2022-09-01 M 28,617 a $0.00 103,713 direct
CLASS A COMMON STOCK 2022-09-02 S 10,543 d $2.31 93,170 direct
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 2022-08-16 deemed execution date G 125,000 (d) class a common stock 125,000 $0.00 0 indirect by trust
CLASS B COMMON STOCK 0.0 2022-08-16 deemed execution date G 125,000 (a) class a common stock 125,000 $0.00 134,660 direct
CLASS B COMMON STOCK 0.0 2022-08-16 deemed execution date G 125,000 (d) class a common stock 125,000 $0.00 0 indirect by trust
CLASS B COMMON STOCK 0.0 2022-08-16 deemed execution date G 125,000 (a) class a common stock 125,000 $0.00 259,660 direct
RESTRICTED STOCK UNITS 0.0 2022-09-01 deemed execution date M 28,617 (d) class a common stock 28,617 $0.00 400,636 direct
Footnotes
IDfootnote
f1 settlement of shares from performance-based restricted stock units under the issuer's 2021 stock option and incentive plan in a transaction exempt under rule 16b-3. each unit represents a right to receive one share of the issuer's class a common stock.
f2 represents the number of shares sold by the reporting person to cover tax withholding obligations in connection with the vesting of rsus. this sale is mandated by the issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the reporting person.
f3 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.
f4 on august 16, 2022, 125,000 shares of the issuer's class b common stock were transferred from the anthony salvatore marino 2021 annuity trust (the "anthony marino grat"), of which the reporting person is the trustee, to the reporting person. this was a bona fide gift with no payment in consideration.
f5 shares held of record by the anthony marino grat.
f6 on august 16, 2022, 125,000 shares of the issuer's class b common stock were transferred from the courtney erin marino 2021 annuity trust (the "courtney marino grat"), of which the reporting person's spouse is the trustee, to the reporting person. this was a bona fide gift with no payment in consideration.
f7 shares held of record by the courtney marino grat.
f8 each rsu represents a contingent right to receive one share of the issuer's class a common stock.
f9 on april 11, 2022, the reporting person was granted 457,869 rsus, vesting in sixteen equal quarterly installments on june 1, september 1, december 1 and march 1 until fully vested, subject to the reporting person's continued service to the issuer on each such date.
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