0001628280-21-005721.txt : 20210325 0001628280-21-005721.hdr.sgml : 20210325 20210325194026 ACCESSION NUMBER: 0001628280-21-005721 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: Upfront Growth II, L.P. CENTRAL INDEX KEY: 0001852953 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40249 FILM NUMBER: 21774148 BUSINESS ADDRESS: STREET 1: 1314 7TH STREET, SUITE 600 CITY: SANTA MONICA STATE: CA ZIP: 90401 BUSINESS PHONE: 310-785-5100 MAIL ADDRESS: STREET 1: 1314 7TH STREET, SUITE 600 CITY: SANTA MONICA STATE: CA ZIP: 90401 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Upfront IV Ancillary, L.P. CENTRAL INDEX KEY: 0001686789 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40249 FILM NUMBER: 21774147 BUSINESS ADDRESS: STREET 1: 1314 7TH STREET CITY: SANTA MONICA STATE: CA ZIP: 90401 BUSINESS PHONE: (310) 785-5101 MAIL ADDRESS: STREET 1: 1314 7TH STREET CITY: SANTA MONICA STATE: CA ZIP: 90401 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Upfront Ventures Management, LLC CENTRAL INDEX KEY: 0001852894 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40249 FILM NUMBER: 21774150 BUSINESS ADDRESS: STREET 1: 1314 7TH STREET, SUITE 600 CITY: SANTA MONICA STATE: CA ZIP: 90401 BUSINESS PHONE: 310-785-5100 MAIL ADDRESS: STREET 1: 1314 7TH STREET, SUITE 600 CITY: SANTA MONICA STATE: CA ZIP: 90401 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Upfront IV Ancillary GP, LLC CENTRAL INDEX KEY: 0001852952 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40249 FILM NUMBER: 21774142 BUSINESS ADDRESS: STREET 1: 1314 7TH STREET, SUITE 600 CITY: SANTA MONICA STATE: CA ZIP: 90401 BUSINESS PHONE: 310-785-5100 MAIL ADDRESS: STREET 1: 1314 7TH STREET, SUITE 600 CITY: SANTA MONICA STATE: CA ZIP: 90401 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Upfront IV, L.P. CENTRAL INDEX KEY: 0001853198 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40249 FILM NUMBER: 21774146 BUSINESS ADDRESS: STREET 1: 1314 7TH STREET, SUITE 600 CITY: SANTA MONICA STATE: CA ZIP: 90401 BUSINESS PHONE: 310-785-5100 MAIL ADDRESS: STREET 1: 1314 7TH STREET, SUITE 600 CITY: SANTA MONICA STATE: CA ZIP: 90401 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Upfront Growth GP II, LLC CENTRAL INDEX KEY: 0001852954 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40249 FILM NUMBER: 21774144 BUSINESS ADDRESS: STREET 1: 1314 7TH STREET, SUITE 600 CITY: SANTA MONICA STATE: CA ZIP: 90401 BUSINESS PHONE: 310-785-5100 MAIL ADDRESS: STREET 1: 1314 7TH STREET, SUITE 600 CITY: SANTA MONICA STATE: CA ZIP: 90401 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Upfront Growth I, L.P. CENTRAL INDEX KEY: 0001852958 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40249 FILM NUMBER: 21774149 BUSINESS ADDRESS: STREET 1: 1314 7TH STREET, SUITE 600 CITY: SANTA MONICA STATE: CA ZIP: 90401 BUSINESS PHONE: 310-785-5100 MAIL ADDRESS: STREET 1: 1314 7TH STREET, SUITE 600 CITY: SANTA MONICA STATE: CA ZIP: 90401 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Upfront Growth GP I, LLC CENTRAL INDEX KEY: 0001852959 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40249 FILM NUMBER: 21774145 BUSINESS ADDRESS: STREET 1: 1314 7TH STREET, SUITE 600 CITY: SANTA MONICA STATE: CA ZIP: 90401 BUSINESS PHONE: 310-785-5100 MAIL ADDRESS: STREET 1: 1314 7TH STREET, SUITE 600 CITY: SANTA MONICA STATE: CA ZIP: 90401 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Upfront GP IV, L.P. CENTRAL INDEX KEY: 0001852962 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40249 FILM NUMBER: 21774143 BUSINESS ADDRESS: STREET 1: 1314 7TH STREET, SUITE 600 CITY: SANTA MONICA STATE: CA ZIP: 90401 BUSINESS PHONE: 310-785-5100 MAIL ADDRESS: STREET 1: 1314 7TH STREET, SUITE 600 CITY: SANTA MONICA STATE: CA ZIP: 90401 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_161671559762149.xml FORM 3 X0206 3 2021-03-25 0 0001484778 ThredUp Inc. TDUP 0001852894 Upfront Ventures Management, LLC 1314 7TH STREET SANTA MONICA CA 90401 0 0 1 0 0001852958 Upfront Growth I, L.P. 1314 7TH STREET SANTA MONICA CA 90401 0 0 1 0 0001852953 Upfront Growth II, L.P. 1314 7TH STREET SANTA MONICA CA 90401 0 0 1 0 0001686789 Upfront IV Ancillary, L.P. 1314 7TH STREET SANTA MONICA CA 90401 0 0 1 0 0001853198 Upfront IV, L.P. 1314 7TH STREET SANTA MONICA CA 90401 0 0 1 0 0001852959 Upfront Growth GP I, LLC 1314 7TH STREET SANTA MONICA CA 90401 0 0 1 0 0001852954 Upfront Growth GP II, LLC 1314 7TH STREET SANTA MONICA CA 90401 0 0 1 0 0001852962 Upfront GP IV, L.P. 1314 7TH STREET SANTA MONICA CA 90401 0 0 1 0 0001852952 Upfront IV Ancillary GP, LLC 1314 7TH STREET SANTA MONICA CA 90401 0 0 1 0 Common Stock 11621 I By Upfront Growth I, L.P. Common Stock 17432 I By Upfront Growth II, L.P. Common Stock 317500 I By Upfront IV Ancillary, L.P. Common Stock 454198 I By Upfront IV L.P. Series D Preferred Stock Common Stock 5081076.0 I By Upfront IV L.P. Series E Preferred Stock Common Stock 1597929.0 I By Upfront Growth I, L.P. Series E-1 Preferred Stock Common Stock 2396893.0 I By Upfront Growth II, L.P. Series F Preferred Stock Common Stock 104591.0 I By Upfront Growth I, L.P. Series F Preferred Stock Common Stock 156887.0 I By Upfront Growth II, L.P. 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. Upfront Growth GP I, LLC is the general partner of Upfront Growth I, L.P. ("Upfront Growth I"). Upfront Growth GP II, LLC is the general partner of Upfront Growth II, L.P. ("Upfront Growth II"). Upfront GP IV, L.P. is the general partner of Upfront IV L.P. ("Upfront IV"). Upfront IV Ancillary GP, LLC is the general partner of Upfront IV Ancillary, L.P. ("Upfront IV Ancillary", and together with Upfront Growth I, Upfront Growth II and Upfront IV, the "Upfront Entities"). The Upfront Entities and their general partners are managed by Upfront Ventures Management, LLC, which is controlled by Mark Suster and Yves Sisteron. Each of the Upfront Entities, their respective general partners, Upfront Ventures Management, LLC and Messrs. Suster and Sisteron disclaims beneficial ownership of the shares reported herein except to the extent of his or its respective pecuniary interest therein. Each share of 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. 1 of 2 Upfront Growth I, L.P., by Upfront Growth GP I, LLC, its general partner, by Upfront Ventures Management, LLC, its managing member, by /s/ Dana Kibler, Chief Financial Officer 2021-03-25 Upfront Growth II, L.P., by Upfront Growth GP II, LLC, its general partner, by Upfront Ventures Management, LLC, its managing member, by /s/ Dana Kibler, Chief Financial Officer 2021-03-25 Upfront IV Ancillary, L.P., by Upfront IV Ancillary GP, LLC, its general partner, by Upfront Ventures Management, LLC, its managing member, by /s/ Dana Kibler, Chief Financial Officer 2021-03-25 Upfront IV L.P., by Upfront GP IV, L.P., its general partner, by Upfront Ventures Management, Inc., its general partner, by Upfront Ventures Management, LLC, its sole stockholder, by /s/ Dana Kibler, Chief Financial Officer 2021-03-25 Upfront Growth GP I, LLC, by Upfront Ventures Management, LLC, its managing member, by /s/ Dana Kibler, Chief Financial Officer 2021-03-25 Upfront Growth GP II, LLC, by Upfront Ventures Management, LLC, its managing member, by /s/ Dana Kibler, Chief Financial Officer 2021-03-25 Upfront GP IV, L.P., by Upfront Ventures Management, Inc., its general partner, by Upfront Ventures Management, LLC, its sole stockholder, by /s/ Dana Kibler, Chief Financial Officer 2021-03-25 Upfront IV Ancillary GP, LLC, by Upfront Ventures Management, LLC, its managing member, by /s/ Dana Kibler, Chief Financial Officer 2021-03-25 Upfront Ventures Management, LLC, by /s/ Dana Kibler, Chief Financial Officer 2021-03-25