0001628280-21-006425.txt : 20210401
0001628280-21-006425.hdr.sgml : 20210401
20210401183046
ACCESSION NUMBER: 0001628280-21-006425
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210330
FILED AS OF DATE: 20210401
DATE AS OF CHANGE: 20210401
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: 21799819
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
wf-form4_161731619413745.xml
FORM 4
X0306
4
2021-03-30
0
0001484778
ThredUp Inc.
TDUP
0001027730
NOVA DANIEL J
C/O THREDUP, INC.
969 BROADWAY, SUITE 200
OAKLAND
CA
94607
1
0
1
0
Common Stock
2021-03-30
4
J
0
51382
D
0
I
See Footnote
Common Stock
2021-03-30
4
J
0
796
D
0
I
See Footnote
Common Stock
2021-03-30
4
J
0
18632
D
0
I
See Footnote
Series A Preferred Stock
2021-03-30
4
C
0
241861
0
D
Common Stock
241861.0
0
I
See Footnote
Series A Preferred Stock
2021-03-30
4
C
0
3750
0
D
Common Stock
3750.0
0
I
See Footnote
Series A Preferred Stock
2021-03-30
4
C
0
87703
0
D
Common Stock
87703.0
0
I
See Footnote
Series A-1 Preferred Stock
2021-03-30
4
C
0
158457
0
D
Common Stock
158457.0
0
I
See Footnote
Series A-1 Preferred Stock
2021-03-30
4
C
0
2457
0
D
Common Stock
2457.0
0
I
See Footnote
Series A-1 Preferred Stock
2021-03-30
4
C
0
57460
0
D
Common Stock
57460.0
0
I
See Footnote
Series C Preferred Stock
2021-03-30
4
C
0
2944984
0
D
Common Stock
2944984.0
0
I
See Footnote
Series C Preferred Stock
2021-03-30
4
C
0
45659
0
D
Common Stock
45659.0
0
I
See Footnote
Series C Preferred Stock
2021-03-30
4
C
0
1067906
0
D
Common Stock
1067906.0
0
I
See Footnote
Series D Preferred Stock
2021-03-30
4
C
0
798840
0
D
Common Stock
798840.0
0
I
See Footnote
Series D Preferred Stock
2021-03-30
4
C
0
12385
0
D
Common Stock
12385.0
0
I
See Footnote
Series D Preferred Stock
2021-03-30
4
C
0
289674
0
D
Common Stock
289674.0
0
I
See Footnote
Series E Preferred Stock
2021-03-30
4
C
0
504961
0
D
Common Stock
504961.0
0
I
See Footnote
Series E Preferred Stock
2021-03-30
4
C
0
7829
0
D
Common Stock
7829.0
0
I
See Footnote
Series E Preferred Stock
2021-03-30
4
C
0
183108
0
D
Common Stock
183108.0
0
I
See Footnote
Series E-1 Preferred Stock
2021-03-30
4
C
0
263785
0
D
Common Stock
263785.0
0
I
See Footnote
Series E-1 Preferred Stock
2021-03-30
4
C
0
4090
0
D
Common Stock
4090.0
0
I
See Footnote
Series E-1 Preferred Stock
2021-03-30
4
C
0
95654
0
D
Common Stock
95654.0
0
I
See Footnote
Series F Preferred Stock
2021-03-30
4
C
0
61664
0
D
Common Stock
61664.0
0
I
See Footnote
Series F Preferred Stock
2021-03-30
4
C
0
956
0
D
Common Stock
956.0
0
I
See Footnote
Series F Preferred Stock
2021-03-30
4
C
0
22360
0
D
Common Stock
22360.0
0
I
See Footnote
Class B Common Stock
2021-03-30
4
J
0
5025934
0
A
Class A Common Stock
5025934.0
5025934
I
See Footnote
Class B Common Stock
2021-03-30
4
J
0
77922
0
A
Class A Common Stock
77922.0
77922
I
See Footnote
Class B Common Stock
2021-03-30
4
J
0
1822497
0
A
Class A Common Stock
1822497.0
1822497
I
See Footnote
Class B Common Stock
2021-03-30
4
J
0
2292940
0
A
Class A Common Stock
2292940.0
2292940
I
See Footnote
Class B Common Stock
2021-03-30
4
J
0
555624
0
A
Class A Common Stock
555624.0
555624
I
See Footnote
Class B Common Stock
2021-03-30
4
J
0
809163
0
A
Class A Common Stock
809163.0
809163
I
See Footnote
Class B Common Stock
2021-03-30
4
J
0
71850
0
A
Class A Common Stock
71850.0
71850
I
See Footnote
Immediately prior to the closing 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 was reclassified into one share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7.
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.
These shares are held of record by Highland Capital Partners VIII Limited Partnership ("Highland Capital 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 Highland Capital VIII. Robert J. Davis, Paul A. Maeder, Corey M. Mulloy and the Reporting Person, a member of the Issuer's board of directors (collectively, the "HMP VIII Ltd Directors"), are the directors of HMP VIII Ltd. Each of HMP VIII LP, HMP VIII Ltd and the HMP VIII Ltd Directors may be deemed to share voting, investment and dispositive power over the shares held by Highland Capital VIII and as a result may be deemed to have beneficial ownership over such shares. Each of HMP VIII Ltd, HMP VIII LP and the HMP VIII Ltd Directors disclaims beneficial ownership over the shares held by Highland Capital VIII to the extent of their respective pecuniary interests therein, if any.
These shares are held of record by Highland Capital Partners VIII-B Limited Partnership ("Highland Capital VIII-B"). HMP VIII Ltd is the general partner of HMP VIII LP which is the general partner of Highland Capital VIII-B. The HMP VIII Ltd Directors are the directors of HMP VIII Ltd. Each of HMP VIII LP, HMP VIII Ltd and the HMP VIII Ltd Directors may be deemed to share voting, investment and dispositive power over the shares held by Highland Capital VIII-B and as a result may be deemed to have beneficial ownership over such shares. Each of HMP VIII Ltd, HMP VIII LP and the HMP VIII Ltd Directors disclaims beneficial ownership over the shares held by Highland Capital VIII-B to the extent of their respective pecuniary interests therein, if any.
These shares are held of record by Highland Capital Partners VIII-C Limited Partnership ("Highland Capital VIII-C"). HMP VIII Ltd is the general partner of HMP VIII LP which is the general partner of Highland Capital VIII-C. The HMP VIII Ltd Directors are the directors of HMP VIII Ltd. Each of HMP VIII LP, HMP VIII Ltd and the HMP VIII Ltd Directors may be deemed to share voting, investment and dispositive power over the shares held by Highland Capital VIII-C and as a result may be deemed to have beneficial ownership over such shares. Each of HMP VIII Ltd, HMP VIII LP and the HMP VIII Ltd Directors disclaims beneficial ownership over the shares held by Highland Capital VIII-C to the extent of their respective pecuniary interests therein, if any.
Immediately prior to the closing of the Issuer's initial public offering, each share of Series A Preferred Stock, Series A-1 Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series E-1 Preferred Stock and Series F Preferred Stock (collectively, the "Preferred Stock") automatically converted into one share of the Issuer's Common Stock, par value $0.0001 per share, on a one-for-one basis. The Preferred Stock had no expiration date.
These shares are held of record by Highland Capital Partners VII Limited Partnership ("Highland Capital 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 Highland Capital VII. Robert J. Davis, Paul A. Maeder, Corey M. Mulloy and the Reporting Person, a member of the Issuer's board of directors (collectively, the "Managing Members"), are the managing members of HMP VII LLC. Each of HMP VII LP, HMP VII LLC and the Managing Members may be deemed to share voting, investment and dispositive power over the shares held by Highland Capital VII and as a result may be deemed to have beneficial ownership over such shares. Each of HMP VII LLC, HMP VII LP and the Managing Members disclaims beneficial ownership over the shares held by Highland Capital VII to the extent of their respective pecuniary interests therein, if any.
These shares are held of record by Highland Capital Partners VII-B Limited Partnership ("Highland Capital VII-B"). HMP VII LLC is the general partner of HMP VII LP which is the general partner of Highland Capital VII-B. The Managing Members are the managing members of HMP VII LLC. Each of HMP VII LP, HMP VII LLC and the Managing Members may be deemed to share voting, investment and dispositive power over the shares held by Highland Capital VII-B and as a result may be deemed to have beneficial ownership over such shares. Each of HMP VII LLC, HMP VII LP and the Managing Members disclaims beneficial ownership over the shares held by Highland Capital VII-B to the extent of their respective pecuniary interests therein, if any.
These shares are held of record by Highland Capital Partners VII-C Limited Partnership ("Highland Capital VII-C"). HMP VII LLC is the general partner of HMP VII LP which is the general partner of Highland Capital VII-C. The Managing Members are the managing members of HMP VII LLC. Each of HMP VII LP, HMP VII LLC and the Managing Members may be deemed to share voting, investment and dispositive power over the shares held by Highland Capital VII-C and as a result may be deemed to have beneficial ownership over such shares. Each of HMP VII LLC, HMP VII LP and the Managing Members disclaims beneficial ownership over the shares held by Highland Capital VII-C to the extent of their respective pecuniary interests therein, if any.
These shares are held of record by Highland Entrepreneurs Fund VII Limited Partnership ("Highland Entrepreneurs Fund"). HMP VII LLC is the general partner of HMP VII LP which is the general partner of Highland Entrepreneurs Fund. The Managing Members are the managing members of HMP VII LLC. Each of HMP VII LP, HMP VII LLC and the Managing Members may be deemed to share voting, investment and dispositive power over the shares held by Highland Entrepreneurs Fund and as a result may be deemed to have beneficial ownership over such shares. Each of HMP VII LLC, HMP VII LP and the Managing Members disclaims beneficial ownership over the shares held by Highland Entrepreneurs Fund to the extent of their respective pecuniary interests therein, if any.
Due to SEC restrictions on the number of rows allowed in Table II, this is Form 2 of 2.
/s/ Alon Rotem, Attorney-in-Fact
2021-04-01