0001628280-21-005705.txt : 20210325 0001628280-21-005705.hdr.sgml : 20210325 20210325193321 ACCESSION NUMBER: 0001628280-21-005705 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210325 FILED AS OF DATE: 20210325 DATE AS OF CHANGE: 20210325 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HIGHLAND CAPITAL PARTNERS VII-B L P CENTRAL INDEX KEY: 0001343244 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40249 FILM NUMBER: 21774085 BUSINESS ADDRESS: STREET 1: 92 HAYDEN AVE CITY: LEXINGTON STATE: MA ZIP: 02421 BUSINESS PHONE: 781-861-5500 MAIL ADDRESS: STREET 1: 92 HAYDEN AVE CITY: LEXINGTON STATE: MA ZIP: 02421 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Highland Capital Partners VII-C LP CENTRAL INDEX KEY: 0001343673 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40249 FILM NUMBER: 21774084 BUSINESS ADDRESS: STREET 1: 92 HAYDEN AVE CITY: LEXINGTON STATE: MA ZIP: 02421 MAIL ADDRESS: STREET 1: 92 HAYDEN AVE CITY: LEXINGTON STATE: MA ZIP: 02421 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Highland Capital Partners VII LP CENTRAL INDEX KEY: 0001343678 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40249 FILM NUMBER: 21774086 BUSINESS ADDRESS: STREET 1: 92 HAYDEN AVE CITY: LEXINGTON STATE: MA ZIP: 02421 MAIL ADDRESS: STREET 1: 92 HAYDEN AVE CITY: LEXINGTON STATE: MA ZIP: 02421 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Highland Management Partners VIII Ltd CENTRAL INDEX KEY: 0001554033 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40249 FILM NUMBER: 21774087 BUSINESS ADDRESS: STREET 1: ONE BROADWAY, 16TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 617-401-4500 MAIL ADDRESS: STREET 1: ONE BROADWAY, 16TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Highland Entrepreneurs Fund VII Limited Partnership CENTRAL INDEX KEY: 0001357840 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40249 FILM NUMBER: 21774083 BUSINESS ADDRESS: STREET 1: 92 HAYDEN AVENUE CITY: LEXINGTON STATE: MA ZIP: 02421 BUSINESS PHONE: 781-861-5500 MAIL ADDRESS: STREET 1: 92 HAYDEN AVENUE CITY: LEXINGTON STATE: MA ZIP: 02421 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Highland Management Partners VII, LLC CENTRAL INDEX KEY: 0001554026 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40249 FILM NUMBER: 21774081 BUSINESS ADDRESS: STREET 1: ONE BROADWAY, 16TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 617-401-4500 MAIL ADDRESS: STREET 1: ONE BROADWAY, 16TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Highland Management Partners VII Limited Partnership CENTRAL INDEX KEY: 0001554027 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40249 FILM NUMBER: 21774082 BUSINESS ADDRESS: STREET 1: ONE BROADWAY, 16TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 617-401-4500 MAIL ADDRESS: STREET 1: ONE BROADWAY, 16TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 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 3 1 wf-form3_161671517804316.xml FORM 3 X0206 3 2021-03-25 0 0001484778 ThredUp Inc. TDUP 0001554033 Highland Management Partners VIII Ltd ONE BROADWAY 16TH FLOOR CAMBRIDGE MA 02142 0 0 1 0 0001343678 Highland Capital Partners VII LP ONE BROADWAY 16TH FLOOR CAMBRIDGE MA 02142 0 0 1 0 0001343244 HIGHLAND CAPITAL PARTNERS VII-B L P ONE BROADWAY 16TH FLOOR CAMBRIDGE MA 02142 0 0 1 0 0001343673 Highland Capital Partners VII-C LP ONE BROADWAY 16TH FLOOR CAMBRIDGE MA 02142 0 0 1 0 0001357840 Highland Entrepreneurs Fund VII Limited Partnership ONE BROADWAY 16TH FLOOR CAMBRIDGE MA 02142 0 0 1 0 0001554027 Highland Management Partners VII Limited Partnership ONE BROADWAY 16TH FLOOR CAMBRIDGE MA 02142 0 0 1 0 0001554026 Highland Management Partners VII, LLC ONE BROADWAY 16TH FLOOR CAMBRIDGE MA 02142 0 0 1 0 Common Stock 23441 I See Footnote Common Stock 5680 I See Footnote Common Stock 8272 I See Footnote Common Stock 735 I See Footnote Series A Preferred Stock Common Stock 110343.0 I See Footnote Series A Preferred Stock Common Stock 26738.0 I See Footnote Series A Preferred Stock Common Stock 38939.0 I See Footnote Series A Preferred Stock Common Stock 3458.0 I See Footnote Series A-1 Preferred Stock Common Stock 72292.0 I See Footnote Series A-1 Preferred Stock Common Stock 17518.0 I See Footnote Series A-1 Preferred Stock Common Stock 25511.0 I See Footnote Series A-1 Preferred Stock Common Stock 2265.0 I See Footnote Series C Preferred Stock Common Stock 1343565.0 I See Footnote Series C Preferred Stock Common Stock 325572.0 I See Footnote Series C Preferred Stock Common Stock 474136.0 I See Footnote Series C Preferred Stock Common Stock 42100.0 I See Footnote Series D Preferred Stock Common Stock 364449.0 I See Footnote Series D Preferred Stock Common Stock 88313.0 I See Footnote Series D Preferred Stock Common Stock 128611.0 I See Footnote Series D Preferred Stock Common Stock 11420.0 I See Footnote Series E Preferred Stock Common Stock 230374.0 I See Footnote Series E Preferred Stock Common Stock 55824.0 I See Footnote Series E Preferred Stock Common Stock 81297.0 I See Footnote Series E Preferred Stock Common Stock 7219.0 I See Footnote Series E-1 Preferred Stock Common Stock 120344.0 I See Footnote Series E-1 Preferred Stock Common Stock 29162.0 I See Footnote Series E-1 Preferred Stock Common Stock 42469.0 I See Footnote Series E-1 Preferred Stock Common Stock 3771.0 I See Footnote Series F Preferred Stock Common Stock 28132.0 I See Footnote Series F Preferred Stock Common Stock 6817.0 I See Footnote Series F Preferred Stock Common Stock 9928.0 I See Footnote Series F Preferred Stock Common Stock 882.0 I See Footnote 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. 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 Daniel J. Nova, 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. 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") shall automatically convert into one share of the Issuer's Common Stock, par value $0.0001 per share, on a one-for-one basis, immediately prior to the closing of the Issuer's initial public offering. The shares of Preferred Stock have no expiration date. Daniel J. Nova is a member of the Issuer's board of directors and files separate Section 16 reports. Due to SEC restrictions on the number of reporting persons, this is Form 1 of 2. By: /s/ Jessica Healey, Authorized Officer of Highland Management Partners VIII Limited 2021-03-25 By: /s/ Jessica Healey, Authorized Manager of Highland Management Partners VII, LLC, the general partner of Highland Management Partners VII Limited Partnership 2021-03-25 By: /s/ Jessica Healey, Authorized Manager of Highland Management Partners VII, LLC, the general partner of Highland Management Partners VII Limited Partnership, the general partner of Highland Capital Partners VII Limited Partnership 2021-03-25 By: /s/ Jessica Healey, Authorized Manager of Highland Management Partners VII, LLC, the general partner of Highland Management Partners VII Limited Partnership, the general partner of Highland Capital Partners VII-B Limited Partnership 2021-03-25 By: /s/ Jessica Healey, Authorized Manager of Highland Management Partners VII, LLC, the general partner of Highland Management Partners VII Limited Partnership, the general partner of Highland Capital Partners VII-C Limited Partnership 2021-03-25 By: /s/ Jessica Healey, Authorized Manager of Highland Management Partners VII, LLC, the general partner of Highland Management Partners VII Limited Partnership, the general partner of Highland Entrepreneurs' Fund VII Limited Partnership 2021-03-25 By: /s/ Jessica Healey, Authorized Manager of Highland Management Partners VII, LLC 2021-03-25