|Issuer:||THREDUP INC. (TDUP)|
|Original Submission Date:|
REINHART JAMES G.
C/O THREDUP INC.
969 BROADWAY, SUITE 200 OAKLAND, CA 94607
|Title of Security||Transaction Date||2a. Deemed Execution Date||Transaction Code||Shares||Acquired or Disposed||Price per share||5. Amount of Securities Beneficially Owned Following Reported Transaction||6. Ownership Form Direct or Indirect||Nature of Indirect Ownership|
|CLASS A COMMON STOCK||2022-09-01||A||20,654||a||$0.00||70,412||direct|
|CLASS A COMMON STOCK||2022-09-02||S||7,609||d||$2.31||62,803||direct|
|CLASS A COMMON STOCK||2022-09-01||M||53,146||a||$0.00||115,949||direct|
|CLASS A COMMON STOCK||2022-09-02||S||19,574||d||$2.31||96,375||direct|
|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 Exercisable||Expiration 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|
|RESTRICTED STOCK UNITS||0.0||2022-09-01||deemed execution date||M||53,146 (d)||class a common stock 53,146||$0.00||744,038||direct|
|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 rsu represents a contingent right to receive one share of the issuer's class a common stock.|
|f4||on april 11, 2022, the reporting person was granted 850,329 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.|