FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 03/25/2021 |
3. Issuer Name and Ticker or Trading Symbol
ThredUp Inc. [ TDUP ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock(1) | 42,299 | I | By Trust(2) |
Common Stock(1) | 9,091 | I | By Trust(3) |
Common Stock(1) | 2,238,667 | I | By Trust(4) |
Common Stock(1) | 245,000 | I | By Trust(5) |
Common Stock(1) | 300,000 | I | By Trust(6) |
Common Stock(1) | 120,000 | I | By Trust(7) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Stock Option (Right to Buy) | (8) | 02/28/2024 | Common Stock(1) | 372,435 | $0.61 | D | |
Stock Option (Right to Buy) | (9) | 12/02/2024 | Common Stock(1) | 1,268,454 | $0.86 | D | |
Stock Option (Right to Buy) | (10) | 10/03/2027 | Common Stock(1) | 700,000 | $2.05 | D | |
Stock Option (Right to Buy) | (11) | 03/21/2029 | Common Stock(1) | 1,457,638 | $2.05 | D | |
Stock Option (Right to Buy) | 01/01/2021 | 08/25/2030 | Common Stock(1) | 31,560 | $2.05 | D | |
Stock Option (Right to Buy) | (12) | 08/25/2030 | Common Stock(1) | 878,730 | $2.05 | D |
Explanation of Responses: |
1. Immediately prior to the completion of the Issuer's initial public offering and following the conversion of each series of the Issuer's convertible preferred stock into Common Stock, each share of Common Stock shall be reclassified into one share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7. Class B Common Stock is convertible into Class A Common Stock at any time at the option of the holder. |
2. Shares held of record by James Reinhart, Trustee of the Costanoa 2019 Trust dated October 17, 2019. |
3. Shares held of record by James Reinhart and Michele Reinhart as Trustees of The Costanoa 2017 Irrevocable Trust. |
4. Shares held of record by James Reinhart and Michele Reinhart as Trustees of the Costanoa Family Trust dated July 22 2015 as amended. |
5. Shares held of record by James Reinhart, Trustee of the Costanoa Trust dated August 7, 2020. |
6. Shares held of record by James Reinhart and Michele Reinhart as Trustees of The Costanoa 2017 Irrevocable GST Trust. |
7. These shares are owned directly by a trust for the benefit of Mr. Reinhart's family and of which the trustee is an independent institution. The Reporting Person disclaims Section 16 beneficial ownership of these securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose. |
8. The stock option vested in 24 equal monthly installments after January 1, 2014. |
9. The stock option vested in four equal annual installments after August 1, 2014. |
10. The stock option vests in 48 equal monthly installments after September 22, 2017, subject to the Reporting Person's continued service with the Issuer as of each vesting date. |
11. The stock option shall vest in 24 equal monthly installments after March 21, 2021, subject to the Reporting Person's continued service with the Issuer as of each vesting date. |
12. 50% of the shares subject to the option shall vest and become exercisable in 48 equal monthly installments commencing as of the First Tranche Vesting Commencement Date, subject to the Reporting Person's continued service with the Issuer through each such date. "First Tranche Vesting Commencement Date" means the later of January 1, 2021 or the Issuer's initial public offering. The remaining 50% of the shares subject to the option shall vest and become exercisable in 48 equal monthly installments commencing as of the Second Tranche Vesting Commencement Date, subject to the Reporting Person's continued service with the Issuer through each such date. "Second Tranche Vesting Commencement Date" means the later of January 1, 2022 or the one year anniversary of the Issuer's initial public offering. |
Remarks: |
Exhibit 24 - Power of Attorney |
/s/ Alon Rotem Attorney-in-Fact | 03/25/2021 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |