SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Trinity TVL X, LLC

(Last)

(First)

(Middle)

325 SHARON PARK DR., #458

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ThredUp Inc. [ TDUP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/30/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	11/30/2021		C		475,391	A	$0.00⁽¹⁾	475,391	I	By Trinity Ventures X, L.P.⁽²⁾
Class A Common Stock	11/30/2021		C		4,707	A	$0.00⁽¹⁾	4,707	I	By Trinity X Entrepreneurs' Fund, L.P.⁽²⁾
Class A Common Stock	11/30/2021		C		2,627	A	$0.00⁽¹⁾	2,627	I	By Trinity X Side-By-Side Fund, L.P.⁽²⁾
Class A Common Stock	11/30/2021		J⁽³⁾		475,391	D	$0.00	0	I	By Trinity Ventures X, L.P.⁽²⁾
Class A Common Stock	11/30/2021		J⁽⁴⁾		4,707	D	$0.00	0	I	By Trinity X Entrepreneurs' Fund, L.P.⁽²⁾
Class A Common Stock	11/30/2021		J⁽⁵⁾		2,627	D	$0.00	0	I	By Trinity X Side-By-Side Fund, L.P.⁽²⁾
Class A Common Stock	11/30/2021		J⁽⁶⁾		4,754	A	$0.00	4,754	I	By Trinity TVL X, LLC⁽²⁾
Class A Common Stock	11/30/2021		J⁽⁷⁾		4,754	D	$0.00	0	I	By Trinity TVL X, LLC⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽¹⁾	11/30/2021		C			475,391	⁽⁸⁾	⁽⁸⁾	Class A Common Stock	475,391	$0.00⁽⁸⁾	9,032,424	I	By Trinity Ventures X, L.P.⁽²⁾
Class B Common Stock	⁽¹⁾	11/30/2021		C			4,707	⁽⁸⁾	⁽⁸⁾	Class A Common Stock	4,707	$0.00⁽⁸⁾	89,424	I	By Trinity X Entrepreneurs' Fund, L.P.⁽²⁾
Class B Common Stock	⁽¹⁾	11/30/2021		C			2,627	⁽⁸⁾	⁽⁸⁾	Class A Common Stock	2,627	$0.00⁽⁸⁾	49,918	I	By Trinity X Side-By-Side Fund, L.P.⁽²⁾

1. Name and Address of Reporting Person^*

Trinity TVL X, LLC

(Last)

(First)

(Middle)

325 SHARON PARK DR., #458

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

TRINITY VENTURES X LP

(Last)

(First)

(Middle)

325 SHARON PARK DR., #458

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Trinity X Entrepreneurs' Fund, L.P.

(Last)

(First)

(Middle)

325 SHARON PARK DR., #458

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Trinity X Side-By-Side Fund, L.P.

(Last)

(First)

(Middle)

325 SHARON PARK DR., #458

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

CHOPRA AJAY

(Last)

(First)

(Middle)

C/O TRINITY VENTURES

325 SHARON PARK DR., #458

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Fenton Noel J

(Last)

(First)

(Middle)

C/O TRINITY VENTURES

325 SHARON PARK DR., #458

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

ORR LAWRENCE K

(Last)

(First)

(Middle)

C/O TRINITY VENTURES

325 SHARON PARK DR., #458

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Each share of Class B Common Stock was converted into one share of Class A Common Stock for no additional consideration.

2. Trinity TVL X, LLC is the General Partner of Trinity Ventures X, L.P., Trinity X Entrepreneurs Fund, L.P. and Trinity X Side-By-Side Fund, L.P. (collectively, the Trinity Entities), and the Management Members of Trinity TVL X, LLC share voting and dispositive power over the shares held by each of the Trinity Entities. The Management Members of Trinity TVL X, LLC are Ajay Chopra, Noel Fenton, Patricia Nakache and Larry Orr. Each of Trinity TVL X, LLC, Mr. Chopra, Mr. Fenton, Ms. Labatt and Mr. Orr disclaims beneficial ownership of the shares reported herein except to the extent of his, her or its respective pecuniary interest therein. Ms. Nakache is a director of the Issuer and files separate Section 16 reports.

3. Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by Trinity Ventures X, L.P. to its general partner and limited partners without additional consideration.

4. Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by Trinity X Entrepreneurs' Fund, L.P. to its limited partners without additional consideration.

5. Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by Trinity X Side-By-Side Fund, L.P. to its limited partners without additional consideration.

6. Represents receipt of shares in the distribution in kind described in footnote (3).

7. Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by Trinity TVL X, LLC to its members without consideration.

8. 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.

Remarks:

	Trinity TVL X, LLC By /s/ Lyle McCulloch, SVP Finance	12/02/2013
	Trinity Ventures X, L.P., By: Trinity TVL X, LLC, its General Partner, By /s/ Lyle McCulloch, SVP Finance	12/02/2021
	Trinity X Entrepreneurs' Fund, L.P., By: Trinity TVL X, LLC, its General Partner, By /s/ Lyle McCulloch, SVP Finance	12/02/2021
	Trinity X Side-By-Side Fund, L.P., By: Trinity TVL X, LLC, its General Partner, By /s/ Lyle McCulloch, SVP Finance	12/02/2021
	/s/ Ajay Chopra	12/02/2021
	/s/ Noel J. Fenton	12/02/2021
	/s/ Lawrence K. Orr	12/02/2021
	** 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 4 (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.