0001628280-21-005709.txt : 20210325 0001628280-21-005709.hdr.sgml : 20210325 20210325193519 ACCESSION NUMBER: 0001628280-21-005709 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210325 FILED AS OF DATE: 20210325 DATE AS OF CHANGE: 20210325 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Marino Anthony Salvatore CENTRAL INDEX KEY: 0001851770 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40249 FILM NUMBER: 21774106 MAIL ADDRESS: STREET 1: 969 BROADWAY STREET 2: SUITE 200 CITY: OAKLAND STATE: CA ZIP: 94607 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_161671530266438.xml FORM 3 X0206 3 2021-03-25 0 0001484778 ThredUp Inc. TDUP 0001851770 Marino Anthony Salvatore C/O THREDUP INC. 969 BROADWAY, SUITE 200 OAKLAND CA 94607 0 1 0 0 President Common Stock 259660 D Stock Option (Right to Buy) 0.55 2023-12-03 Common Stock 277103.0 D Stock Option (Right to Buy) 0.55 2024-02-28 Common Stock 13880.0 D Stock Option (Right to Buy) 0.86 2024-12-02 Common Stock 508110.0 D Stock Option (Right to Buy) 2.05 2027-06-23 Common Stock 225000.0 D Stock Option (Right to Buy) 2.05 2029-03-21 Common Stock 971759.0 D Stock Option (Right to Buy) 2.05 2030-08-25 Common Stock 387855.0 D Stock Option (Right to Buy) 2.05 2021-01-01 2030-08-25 Common Stock 25238.0 D 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. The stock option vested over four years after September 1, 2013. The stock option vested over four years after August 1, 2014. The stock option vests in 48 equal monthly installments after June 23, 2017, subject to the Reporting Person's continued service to the Issuer as of each vesting date. The stock option vests in 24 equal monthly installments after March 21, 2021, subject to the Reporting Person's continued service to the Issuer as of each vesting date. 50% of the shares subject to the option shall vest and become exercisable in 48 equal monthly installments commencing as of the First Tranche Vesting Commencement Date, subject to the Reporting Person's continued service with the Issuer through each such date. "First Tranche Vesting Commencement Date" means the later of January 1, 2021 or the Issuer's initial public offering. The remaining 50% of the shares subject to the option shall vest and become exercisable in 48 equal monthly installments commencing as of the Second Tranche Vesting Commencement Date, subject to the Reporting Person's continued service with the Issuer through each such date. "Second Tranche Vesting Commencement Date" means the later of January 1, 2022 or the one year anniversary of the Issuer's initial public offering. Exhibit 24 - Power of Attorney /s/ Alon Rotem Attorney-in-Fact 2021-03-25 EX-24 2 ex-24.htm MARINO POA

LIMITED POWER OF ATTORNEY

The undersigned hereby constitutes and appoints Alon Rotem, Sean Sobers, Alex Tinucci, Popi Heron and Bradley Weber, signing singly, and with full power of substitution, the undersigned's true and lawful attorney-in-fact to:

(1)    execute for and on behalf of the undersigned, in the undersigned's capacity as officer and/or director of ThredUp Inc. (the "Company"), from time to time the following U.S. Securities and Exchange Commission ("SEC") forms: (i) Form 3, Initial Statement of Beneficial Ownership of Securities, including any attached documents; (ii) Form 4, Statement of Changes in Beneficial Ownership of Securities, including any attached documents; (iiii) Form 5, Annual Statement of Beneficial Ownership of Securities in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder, including any attached documents; and (iv) amendments of each thereof, in accordance with the Securities Exchange Act of 1934, as amended, and the rules thereunder, including any attached documents;

(2)    do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, or any amendment(s) thereto and timely file such form(s) with the SEC and any securities exchange, national association or similar authority; and

(3)    take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact, acting singly, full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended.  The undersigned hereby agrees to indemnify the attorneys-in-fact and the Company from and against any demand, damage, loss, cost or expense arising from any false or misleading information provided by the undersigned to the attorneys-in-fact for inclusion in any Form 3, 4 or 5.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file such forms with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.  This Power of Attorney supersedes any prior power of attorney with respect to the subject matter of this Power of Attorney.  This Power of Attorney shall expire as to any individual attorney-in-fact if such attorney-in-fact ceases to be an employee of the Company.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of February 19, 2021.

/s/ Anthony S. Marino
___________________________
Anthony S. Marino