0001209191-23-042972.txt : 20230720 0001209191-23-042972.hdr.sgml : 20230720 20230720194148 ACCESSION NUMBER: 0001209191-23-042972 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230718 FILED AS OF DATE: 20230720 DATE AS OF CHANGE: 20230720 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CHOPRA AJAY CENTRAL INDEX KEY: 0001228023 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40249 FILM NUMBER: 231100806 MAIL ADDRESS: STREET 1: 3000 SAND HILL ROAD STREET 2: BUILDING 4, SUITE 160 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Fenton Noel J CENTRAL INDEX KEY: 0001290449 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40249 FILM NUMBER: 231100805 MAIL ADDRESS: STREET 1: C/O TRINITY VENTURES STREET 2: 325 SHARON PARK DR., #458 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TRINITY VENTURES X LP CENTRAL INDEX KEY: 0001456065 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40249 FILM NUMBER: 231100809 BUSINESS ADDRESS: STREET 1: 325 SHARON PARK DR., #458 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-854-9500 MAIL ADDRESS: STREET 1: 325 SHARON PARK DR., #458 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Trinity X Side-By-Side Fund, L.P. CENTRAL INDEX KEY: 0001459208 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40249 FILM NUMBER: 231100807 BUSINESS ADDRESS: STREET 1: 325 SHARON PARK DR., #458 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 6508549500 MAIL ADDRESS: STREET 1: 325 SHARON PARK DR., #458 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Trinity TVL X, LLC CENTRAL INDEX KEY: 0001461710 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40249 FILM NUMBER: 231100810 BUSINESS ADDRESS: STREET 1: 325 SHARON PARK DR., #458 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: (650) 854-9500 MAIL ADDRESS: STREET 1: 325 SHARON PARK DR., #458 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Trinity X Entrepreneurs' Fund, L.P. CENTRAL INDEX KEY: 0001461716 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40249 FILM NUMBER: 231100808 BUSINESS ADDRESS: STREET 1: 325 SHARON PARK DR., #458 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: (650) 854-9500 MAIL ADDRESS: STREET 1: 325 SHARON PARK DR., #458 CITY: MENLO PARK STATE: CA ZIP: 94025 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 X0508 4 2023-07-18 0 0001484778 ThredUp Inc. TDUP 0001461710 Trinity TVL X, LLC 325 SHARON PARK DR., #458 MENLO PARK CA 94025 0 0 1 0 0001456065 TRINITY VENTURES X LP 325 SHARON PARK DR., #458 MENLO PARK CA 94025 0 0 1 0 0001461716 Trinity X Entrepreneurs' Fund, L.P. 325 SHARON PARK DR., #458 MENLO PARK CA 94025 0 0 1 0 0001459208 Trinity X Side-By-Side Fund, L.P. 325 SHARON PARK DR., #458 MENLO PARK CA 94025 0 0 1 0 0001228023 CHOPRA AJAY C/O TRINITY VENTURES 325 SHARON PARK DR., #458 MENLO PARK CA 94025 0 0 1 0 0001290449 Fenton Noel J C/O TRINITY VENTURES 325 SHARON PARK DR., #458 MENLO PARK CA 94025 0 0 1 0 1 Class A Common Stock 2023-07-18 4 C 0 49240 0.00 A 49240 I By Trinity Ventures X, L.P. Class A Common Stock 2023-07-18 4 C 0 487 0.00 A 487 I By Trinity X Entrepreneurs' Fund, L.P. Class A Common Stock 2023-07-18 4 C 0 272 0.00 A 272 I By Trinity X Side-By-Side Fund, L.P. Class A Common Stock 2023-07-18 4 S 0 49240 2.60 D 0 I By Trinity Ventures X, L.P. Class A Common Stock 2023-07-18 4 S 0 487 2.60 D 0 I By Trinity X Entrepreneurs' Fund, L.P. Class A Common Stock 2023-07-18 4 S 0 272 2.60 D 0 I By Trinity X Side-By-Side Fund, L.P. Class A Common Stock 2023-07-19 4 C 0 49240 0.00 A 49240 I By Trinity Ventures X, L.P. Class A Common Stock 2023-07-19 4 C 0 487 0.00 A 487 I By Trinity X Entrepreneurs' Fund, L.P. Class A Common Stock 2023-07-19 4 C 0 272 0.00 A 272 I By Trinity X Side-By-Side Fund, L.P. Class A Common Stock 2023-07-19 4 S 0 49240 2.98 D 0 I By Trinity Ventures X, L.P. Class A Common Stock 2023-07-19 4 S 0 487 2.98 D 0 I By Trinity X Entrepreneurs' Fund, L.P. Class A Common Stock 2023-07-19 4 S 0 272 2.98 D 0 I By Trinity X Side-By-Side Fund, L.P. Class A Common Stock 2023-07-20 4 C 0 33598 0.00 A 33598 I By Trinity Ventures X, L.P. Class A Common Stock 2023-07-20 4 C 0 332 0.00 A 332 I By Trinity X Entrepreneurs' Fund, L.P. Class A Common Stock 2023-07-20 4 C 0 186 0.00 A 186 I By Trinity X Side-By-Side Fund, L.P. Class A Common Stock 2023-07-20 4 S 0 33598 3.24 D 0 I By Trinity Ventures X, L.P. Class A Common Stock 2023-07-20 4 S 0 332 3.24 D 0 I By Trinity X Entrepreneurs' Fund, L.P. Class A Common Stock 2023-07-20 4 S 0 186 3.24 D 0 I By Trinity X Side-By-Side Fund, L.P. Class A Common Stock 47 D Class A Common Stock 957 D Class A Common Stock 1031 D Class B Common Stock 2023-07-18 4 C 0 49240 0.00 D Class A Common Stock 49240 8640956 I By Trinity Ventures X, L.P. Class B Common Stock 2023-07-18 4 C 0 487 0.00 D Class A Common Stock 487 85549 I By Trinity X Entrepreneurs' Fund, L.P. Class B Common Stock 2023-07-18 4 C 0 272 0.00 D Class A Common Stock 272 47755 I By Trinity X Side-By-Side Fund, L.P. Class B Common Stock 2023-07-19 4 C 0 49240 0.00 D Class A Common Stock 49240 8591716 I By Trinity Ventures X, L.P. Class B Common Stock 2023-07-19 4 C 0 487 0.00 D Class A Common Stock 487 85062 I By Trinity X Entrepreneurs' Fund, L.P. Class B Common Stock 2023-07-19 4 C 0 272 0.00 D Class A Common Stock 272 47483 I By Trinity X Side-By-Side Fund, L.P. Class B Common Stock 2023-07-20 4 C 0 33598 0.00 D Class A Common Stock 33598 8558118 I By Trinity Ventures X, L.P. Class B Common Stock 2023-07-20 4 C 0 332 0.00 D Class A Common Stock 332 84730 I By Trinity X Entrepreneurs' Fund, L.P. Class B Common Stock 2023-07-20 4 C 0 186 0.00 D Class A Common Stock 186 47297 I By Trinity X Side-By-Side Fund, L.P. This transaction was made pursuant to a Rule 10b5-1 trading plan adopted on June 9, 2023. Each share of Class B Common Stock was converted into one share of Class A Common Stock for no additional consideration. 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 Funds"), and the Management Members of Trinity TVL X, LLC share voting and dispositive power over the shares held by each of the Trinity Funds. The Management Members of Trinity TVL X, LLC are Ajay Chopra, Noel Fenton and Patricia Nakache. Each of Trinity TVL X, LLC, Mr. Chopra and Mr. Fenton disclaims beneficial ownership of the shares reported herein except to the extent of its or his respective pecuniary interest therein. Ms. Nakache is a director of the Issuer and files separate Section 16 reports. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.59 to $2.63 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.97 to $3.00 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.24 to $3.25 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. Shares are directly held by TVL Management Corp ("TVL Corp"). Each of Ajay Chopra, Noel Fenton and Patricia Nakache is an executive officer and director of TVL Corp and shares voting and dispositive power over the shares held by TVL Corp. Each of Mr. Chopra and Mr. Fenton disclaims beneficial ownership of the shares reported herein except to the extent of his respective pecuniary interest therein. Ms. Nakache is a director of the Issuer and files separate Section 16 reports. Shares are directly held by Ajay Chopra. Shares are directly held by Noel J. Fenton. 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. Trinity TVL X, LLC By /s/ Lyle McCulloch, SVP Finance 2023-07-20 Trinity Ventures X, L.P., By: Trinity TVL X, LLC, its General Partner, By /s/ Lyle McCulloch, SVP Finance 2023-07-20 Trinity X Entrepreneurs' Fund, L.P., By: Trinity TVL X, LLC, its General Partner, By /s/ Lyle McCulloch, SVP Finance 2023-07-20 Trinity X Side-By-Side Fund, L.P., By: Trinity TVL X, LLC, its General Partner, By /s/ Lyle McCulloch, SVP Finance 2023-07-20 /s/ Ajay Chopra 2023-07-20 /s/ Noel J. Fenton 2023-07-20