SEC FORM 4

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

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

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Nakache Patricia

(Last)

(First)

(Middle)

C/O TRINITY VENTURES

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/14/2025

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

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

X	Form filed by One Reporting Person
	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	02/14/2025		C⁽¹⁾		34,565	A	$0⁽²⁾	34,565	I	By Trinity Ventures X, L.P.⁽³⁾
Class A Common Stock	02/14/2025		C⁽¹⁾		342	A	$0⁽²⁾	342	I	By Trinity X Entrepreneurs' Fund, L.P.⁽³⁾
Class A Common Stock	02/14/2025		C⁽¹⁾		191	A	$0⁽²⁾	191	I	By Trinity X Side-By-Side Fund, L.P.⁽³⁾
Class A Common Stock	02/14/2025		S⁽¹⁾		34,565	D	$2.69⁽⁴⁾	0	I	By Trinity Ventures X, L.P.⁽³⁾
Class A Common Stock	02/14/2025		S⁽¹⁾		342	D	$2.69⁽⁴⁾	0	I	By Trinity X Entrepreneurs' Fund, L.P.⁽³⁾
Class A Common Stock	02/14/2025		S⁽¹⁾		191	D	$2.69⁽⁴⁾	0	I	By Trinity X Side-By-Side Fund, L.P.⁽³⁾
Class A Common Stock	02/18/2025		C⁽¹⁾		310,313	A	$0⁽²⁾	310,313	I	By Trinity Ventures X, L.P.⁽³⁾
Class A Common Stock	02/18/2025		C⁽¹⁾		3,073	A	$0⁽²⁾	3,073	I	By Trinity X Entrepreneurs' Fund, L.P.⁽³⁾
Class A Common Stock	02/18/2025		C⁽¹⁾		1,716	A	$0⁽²⁾	1,716	I	By Trinity X Side-By-Side Fund, L.P.⁽³⁾
Class A Common Stock	02/18/2025		S⁽¹⁾		310,313	D	$2.87⁽⁵⁾	0	I	By Trinity Ventures X, L.P.⁽³⁾
Class A Common Stock	02/18/2025		S⁽¹⁾		3,073	D	$2.87⁽⁵⁾	0	I	By Trinity X Entrepreneurs' Fund, L.P.⁽³⁾
Class A Common Stock	02/18/2025		S⁽¹⁾		1,716	D	$2.87⁽⁵⁾	0	I	By Trinity X Side-By-Side Fund, L.P.⁽³⁾
Class A Common Stock	02/19/2025		C⁽¹⁾		202,324	A	$0⁽²⁾	202,324	I	By Trinity Ventures X, L.P.⁽³⁾
Class A Common Stock	02/19/2025		C⁽¹⁾		2,003	A	$0⁽²⁾	2,003	I	By Trinity X Entrepreneurs' Fund, L.P.⁽³⁾
Class A Common Stock	02/19/2025		C⁽¹⁾		1,118	A	$0⁽²⁾	1,118	I	By Trinity X Side-By-Side Fund, L.P.⁽³⁾
Class A Common Stock	02/19/2025		S⁽¹⁾		202,324	D	$2.8⁽⁶⁾	0	I	By Trinity Ventures X, L.P.⁽³⁾
Class A Common Stock	02/19/2025		S⁽¹⁾		2,003	D	$2.8⁽⁶⁾	0	I	By Trinity X Entrepreneurs' Fund, L.P.⁽³⁾
Class A Common Stock	02/19/2025		S⁽¹⁾		1,118	D	$2.8⁽⁶⁾	0	I	By Trinity X Side-By-Side Fund, L.P.⁽³⁾
Class A Common Stock								47	I	By TVL Management Corp.⁽⁷⁾
Class A Common Stock								250,956	D

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	⁽²⁾	02/14/2025		C⁽¹⁾			34,565	⁽⁸⁾	⁽⁸⁾	Class A Common Stock	34,565	$0⁽⁸⁾	2,755,629	I	By Trinity Ventures X, L.P.⁽³⁾
Class B Common Stock	⁽²⁾	02/14/2025		C⁽¹⁾			342	⁽⁸⁾	⁽⁸⁾	Class A Common Stock	342	$0⁽⁸⁾	27,285	I	By Trinity X Entrepreneurs' Fund, L.P.⁽³⁾
Class B Common Stock	⁽²⁾	02/14/2025		C⁽¹⁾			191	⁽⁸⁾	⁽⁸⁾	Class A Common Stock	191	$0⁽⁸⁾	15,229	I	By Trinity X Side-By-Side Fund, L.P.⁽³⁾
Class B Common Stock	⁽²⁾	02/18/2025		C⁽¹⁾			310,313	⁽⁸⁾	⁽⁸⁾	Class A Common Stock	310,313	$0⁽⁸⁾	2,445,316	I	By Trinity Ventures X, L.P.⁽³⁾
Class B Common Stock	⁽²⁾	02/18/2025		C⁽¹⁾			3,073	⁽⁸⁾	⁽⁸⁾	Class A Common Stock	3,073	$0⁽⁸⁾	24,212	I	By Trinity X Entrepreneurs' Fund, L.P.⁽³⁾
Class B Common Stock	⁽²⁾	02/18/2025		C⁽¹⁾			1,716	⁽⁸⁾	⁽⁸⁾	Class A Common Stock	1,716	$0⁽⁸⁾	13,513	I	By Trinity X Side-By-Side Fund, L.P.⁽³⁾
Class B Common Stock	⁽²⁾	02/19/2025		C⁽¹⁾			202,324	⁽⁸⁾	⁽⁸⁾	Class A Common Stock	202,324	$0⁽⁸⁾	2,242,992	I	By Trinity Ventures X, L.P.⁽³⁾
Class B Common Stock	⁽²⁾	02/19/2025		C⁽¹⁾			2,003	⁽⁸⁾	⁽⁸⁾	Class A Common Stock	2,003	$0⁽⁸⁾	22,209	I	By Trinity X Entrepreneurs' Fund, L.P.⁽³⁾
Class B Common Stock	⁽²⁾	02/19/2025		C⁽¹⁾			1,118	⁽⁸⁾	⁽⁸⁾	Class A Common Stock	1,118	$0⁽⁸⁾	12,395	I	By Trinity X Side-By-Side Fund, L.P.⁽³⁾

Explanation of Responses:

1. This transaction was made pursuant to a Rule 10b5-1 trading plan adopted on March 15, 2024. The Reporting Person did not participate in the consideration or the adoption of the Rule 10b5-1 Plan.

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

3. The Reporting Person is a Management Member of Trinity TVL X, LLC, 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 shares voting and dispositive power with the other Management Members over the shares held by each of the Trinity Funds. The Reporting Person disclaims beneficial ownership of the shares reported herein except to the extent of her pecuniary interest therein.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.67 to $2.75 inclusive. The Reporting Person undertakes 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.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.67 to $2.99 inclusive. The Reporting Person undertakes 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.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.69 to $2.92 inclusive. The Reporting Person undertakes 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.

7. The Reporting Person is an executive officer and director of TVL Management Corp. and shares voting and dispositive power over the shares held by TVL Management Corp. The Reporting Person disclaims beneficial ownership of the shares reported herein except to the extent of her pecuniary interest therein.

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.

	/s/ Patricia E. Nakache	02/19/2025
	** 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).
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Director Nakache Patricia converted options into 555,645 shares and sold $1,574,002 worth of shares (555,645 units at $2.83) (SEC Form 4)