0000899243-21-046797.txt : 20211203 0000899243-21-046797.hdr.sgml : 20211203 20211203163107 ACCESSION NUMBER: 0000899243-21-046797 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211201 FILED AS OF DATE: 20211203 DATE AS OF CHANGE: 20211203 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NOVA DANIEL J CENTRAL INDEX KEY: 0001027730 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40249 FILM NUMBER: 211470446 MAIL ADDRESS: STREET 1: C/O HIGHLAND CAPITAL PARTNERS INC STREET 2: TWO INTERNATIONAL PLACE CITY: BOSTON STATE: MA ZIP: 02110 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ThredUp Inc. CENTRAL INDEX KEY: 0001484778 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 264009181 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 969 BROADWAY STREET 2: SUITE 200 CITY: OAKLAND STATE: CA ZIP: 94607 BUSINESS PHONE: 415-402-5202 MAIL ADDRESS: STREET 1: 969 BROADWAY STREET 2: SUITE 200 CITY: OAKLAND STATE: CA ZIP: 94607 FORMER COMPANY: FORMER CONFORMED NAME: thredUP DATE OF NAME CHANGE: 20100222 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-12-01 0 0001484778 ThredUp Inc. TDUP 0001027730 NOVA DANIEL J C/O THREDUP, INC. 969 BROADWAY, SUITE 200 OAKLAND CA 94607 1 0 1 0 Class A Common Stock 2021-12-01 4 C 0 430586 0.00 A 430586 I See Footnote Class A Common Stock 2021-12-01 4 C 0 104339 0.00 A 104339 I See Footnote Class A Common Stock 2021-12-01 4 C 0 151950 0.00 A 151950 I See Footnote Class A Common Stock 2021-12-01 4 C 0 943313 0.00 A 943313 I See Footnote Class A Common Stock 2021-12-01 4 C 0 14625 0.00 A 14625 I See Footnote Class A Common Stock 2021-12-01 4 C 0 342062 0.00 A 342062 I See Footnote Class A Common Stock 2021-12-01 4 C 0 13125 0.00 A 13125 I See Footnote Class A Common Stock 2021-12-01 4 J 0 430586 0.00 D 0 I See Footnote Class A Common Stock 2021-12-01 4 J 0 104339 0.00 D 0 I See Footnote Class A Common Stock 2021-12-01 4 J 0 151950 0.00 D 0 I See Footnote Class A Common Stock 2021-12-01 4 J 0 943313 0.00 D 0 I See Footnote Class A Common Stock 2021-12-01 4 J 0 14625 0.00 D 0 I See Footnote Class A Common Stock 2021-12-01 4 J 0 342062 0.00 D 0 I See Footnote Class A Common Stock 2021-12-01 4 J 0 13125 0.00 D 0 I See Footnote Class A Common Stock 2021-12-01 4 J 0 180207 0.00 A 180207 I See Footnote Class A Common Stock 2021-12-01 4 J 0 180207 0.00 D 0 I See Footnote Class A Common Stock 2021-12-01 4 J 0 178 0.00 A 178 I See Footnote Class A Common Stock 2021-12-01 4 J 0 178 0.00 D 0 I See Footnote Class A Common Stock 2021-12-01 4 J 0 26000 0.00 A 26000 I See Footnote Class A Common Stock 2021-12-01 4 J 0 26000 0.00 D 0 I See Footnote Class A Common Stock 2021-12-01 4 J 0 24611 0.00 A 24611 D Class A Common Stock 2021-12-01 4 J 0 6890 0.00 A 6890 I See Footnote Class B Common Stock 2021-12-01 4 C 0 430586 0.00 D Class A Common Stock 430586 1633061 I See Footnote Class B Common Stock 2021-12-01 4 C 0 104339 0.00 D Class A Common Stock 104339 395723 I See Footnote Class B Common Stock 2021-12-01 4 C 0 151950 0.00 D Class A Common Stock 151950 576297 I See Footnote Class B Common Stock 2021-12-01 4 C 0 943313 0.00 D Class A Common Stock 943313 3580027 I See Footnote Class B Common Stock 2021-12-01 4 C 0 14625 0.00 D Class A Common Stock 14625 55504 I See Footnote Class B Common Stock 2021-12-01 4 C 0 342062 0.00 D Class A Common Stock 342062 1298186 I See Footnote Class B Common Stock 2021-12-01 4 C 0 13125 0.00 D Class A Common Stock 13125 51540 I See Footnote Each share of Class B Common Stock was converted into one share of Class A Common Stock at the option of the holder. These shares are held of record by Highland Capital Partners VII Limited Partnership ("HC VII"). Highland Management Partners VII, LLC ("HMP VII LLC") is the general partner of Highland Management Partners VII Limited Partnership ("HMP VII LP"), which is the general partner of HC VII. The Reporting Person is a managing member of HMP VII LLC. Each of HMP VII LP, HMP VII LLC and the Reporting Person may be deemed to share voting, investment and dispositive power over the shares held by HC VII and as a result may be deemed to have beneficial ownership over such shares. Each of HMP VII LP, HMP VII LLC and the Reporting Person disclaims beneficial ownership over the shares held by HC VII to the extent of its or their respective pecuniary interests therein, if any. These shares are held of record by Highland Capital Partners VII-B Limited Partnership ("HC VII-B"). HMP VII LLC is the general partner of HMP VII LP, which is the general partner of HC VII-B. The Reporting Person is a managing member of HMP VII LLC. Each of HMP VII LP, HMP VII LLC and the Reporting Person may be deemed to share voting, investment and dispositive power over the shares held by HC VII-B and as a result may be deemed to have beneficial ownership over such shares. Each of HMP VII LP, HMP VII LLC and the Reporting Person disclaims beneficial ownership over the shares held by HC VII-B to the extent of its or their respective pecuniary interests therein, if any. These shares are held of record by Highland Capital Partners VII-C Limited Partnership ("HC VII-C"). HMP VII LLC is the general partner of HMP VII LP, which is the general partner of HC VII-C. The Reporting Person is a managing member of HMP VII LLC. Each of HMP VII LP, HMP VII LLC and the Reporting Person may be deemed to share voting, investment and dispositive power over the shares held by HC VII-C and as a result may be deemed to have beneficial ownership over such shares. Each of HMP VII LP, HMP VII LLC and the Reporting Person disclaims beneficial ownership over the shares held by HC VII-C to the extent of its or their respective pecuniary interests therein, if any. These shares are held of record by Highland Capital Partners VIII Limited Partnership ("HC VIII"). Highland Management Partners VIII Limited ("HMP VIII Ltd") is the general partner of Highland Management Partners VIII Limited Partnership ("HMP VIII LP"), which is the general partner of HC VIII. The Reporting Person is a director of HMP VIII Ltd. Each of HMP VIII LP, HMP VIII Ltd and the Reporting Person may be deemed to share voting, investment and dispositive power over the shares held by HC VIII and as a result may be deemed to have beneficial ownership over such shares. Each of HMP VIII LP, HMP VIII Ltd and the Reporting Person disclaims beneficial ownership over the shares held by HC VIII to the extent of its or their respective pecuniary interests therein, if any. These shares are held of record by Highland Capital Partners VIII-B Limited Partnership ("HC VIII-B"). HMP VIII Ltd is the general partner of HMP VIII LP, which is the general partner of HC VIII-B. The Reporting Person is a director of HMP VIII Ltd. Each of HMP VIII LP, HMP VIII Ltd and the Reporting Person may be deemed to share voting, investment and dispositive power over the shares held by HC VIII-B and as a result may be deemed to have beneficial ownership over such shares. Each of HMP VIII LP, HMP VIII Ltd and the Reporting Person disclaims beneficial ownership over the shares held by HC VIII-B to the extent of its or their respective pecuniary interests therein, if any. These shares are held of record by Highland Capital Partners VIII-C Limited Partnership ("HC VIII-C"). HMP VIII Ltd is the general partner of HMP VIII LP, which is the general partner of HC VIII-C. The Reporting Person is a director of HMP VIII Ltd. Each of HMP VIII LP, HMP VIII Ltd and the Reporting Person may be deemed to share voting, investment and dispositive power over the shares held by HC VIII-C and as a result may be deemed to have beneficial ownership over such shares. Each of HMP VIII LP, HMP VIII Ltd and the Reporting Person disclaims beneficial ownership over the shares held by HC VIII-C to the extent of its or their respective pecuniary interests therein, if any. These shares are held of record by Highland Entrepreneurs' Fund VII Limited Partnership ("HE Fund"). HMP VII LLC is the general partner of HMP VII LP, which is the general partner of HE Fund. The Reporting Person is a managing member of HMP VII LLC. Each of HMP VII LP, HMP VII LLC and the Reporting Person may be deemed to share voting, investment and dispositive power over the shares held by HE Fund and as a result may be deemed to have beneficial ownership over such shares. Each of HMP VII LP, HMP VII LLC and the Reporting Person disclaims beneficial ownership over the shares held by HE Fund to the extent of its or their respective pecuniary interests therein, if any. Represents a distribution, and not a purchase or sale, without additional consideration, by each of HC VII, HC VII-B, HC VII-C, HC VIII, HC VIII-B, HC VIII-C and HE Fund, as applicable, to its partners. Represents a change in the form of ownership of HMP VII LP by virtue of the receipt of shares in the in-kind distribution of Class A Common Stock of the Issuer for no consideration by each of HC VII, HC VII-B, HC VII-C and HE Fund. HMP VII LP received (i) 110,876 of such shares in the in-kind distribution made by HC VII, (ii) 26,868 of such shares in the in-kind distribution made by HC VII-B, (iii) 39,128 of such shares in the in-kind distribution made by HC VII-C and (iv) 3,335 of such shares in the in-kind distribution made by HE Fund. These shares are held of record by HMP VII LP. HMP VII LLC is the general partner of HMP VII LP, and the Reporting Person is a managing member of HMP VII LLC. Each of HMP VII LLC and the Reporting Person may be deemed to share voting, investment and dispositive power over the shares held by HMP VII LP and as a result may be deemed to have beneficial ownership over such shares. Each of HMP VII LLC and the Reporting Person disclaims beneficial ownership over the shares held by HMP VII LP to the extent of their respective pecuniary interests therein, if any. Represents a pro-rata distribution, and not a purchase or sale, without additional consideration, by HMP VII LP to its partners. Represents a change in the form of ownership of Highland Employee Investment Fund VII Limited Partnership ("HEIF VII") by virtue of the receipt of shares in the in-kind distribution of Class A Common Stock of the Issuer for no consideration by HE Fund. These shares are held of record by HEIF VII. HMP VII LLC is the general partner of HEIF VII, and the Reporting Person is a managing member of HMP VII LLC. Each of HMP VII LLC and the Reporting Person may be deemed to share voting, investment and dispositive power over the shares held by HEIF VII and as a result may be deemed to have beneficial ownership over such shares. Each of HMP VII LLC and the Reporting Person disclaims beneficial ownership over the shares held by HEIF VII to the extent of their respective pecuniary interests therein, if any. Represents a pro-rata distribution, and not a purchase or sale, without additional consideration, by HEIF VII to its partners. Represents a change in the form of ownership of HMP VIII LP by virtue of the receipt of shares in the in-kind distribution of Class A Common Stock of the Issuer for no consideration by each of HC VIII, HC VIII-B and HC VIII-C. HMP VIII LP received (i) 18,867 of such shares in the in-kind distribution made by HC VIII, (ii) 292 of such shares in the in-kind distribution made by HC VIII-B, and (iii) 6,841 of such shares in the in-kind distribution made by HC VIII-C. These shares are held of record by HMP VIII LP. HMP VIII Ltd is the general partner of HMP VIII LP and the Reporting Person is a director of HMP VIII Ltd. Each of HMP VIII Ltd and the Reporting Person may be deemed to share voting, investment and dispositive power over the shares held by HMP VIII LP and as a result may be deemed to have beneficial ownership over such shares. Each of HMP VIII Ltd and the Reporting Person disclaims beneficial ownership over the shares held by HMP VIII LP to the extent of its or their respective pecuniary interests therein, if any. Represents a pro-rata distribution, and not a purchase or sale, without additional consideration, by HMP VIII LP to its partners. Represents a change in the form of ownership of the Reporting Person by virtue of receipt of shares as a result of the pro-rata in-kind distribution of voting common stock of the Issuer for no consideration by each of HMP VII LP and HMP VIII LP. The Reporting Person received (i) 21,258 of such shares in the pro-rata in-kind distribution made by HMP VII LP and (iv) 3,353 of such shares in the pro-rata in-kind distribution made by HMP VIII LP. Represents a change in the form of ownership of Nova Family Enterprises by virtue of receipt of shares as a result of the pro-rata in-kind distribution of voting common stock of the Issuer for no consideration by HMP VII LP. Shares held by Nova Family Enterprises. 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. /s/ Daniel J. Nova 2021-12-03