SC 13G 1 THREDUPAFTERLEGALREVIEW2.txt THREDUP UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* THREDUP INC. ------------------------------------------------------------------------------- (Name of Issuer) Class A common stock, par value $0.0001 per share ------------------------------------------------------------------------------- (Title of Class of Securities) 88556E102 -------------------------------------------- (CUSIP Number) December 31, 2021 ------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [] Rule 13d-1(b) [] Rule 13d-1(c) [X] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 9 ----------------------- CUSIP No. 88556E102 13G ----------------------- ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person Goldman Sachs Asset Management (Goldman Sachs Asset Management, L.P., together with GS Investment Strategies, LLC, "Goldman Sachs Asset Management") ------------------------------------------------------------------------------ 2. Check the Appropriate Box if a Member of a Group (a) [_] (b) [_] ------------------------------------------------------------------------------ 3. SEC Use Only ------------------------------------------------------------------------------ 4. Citizenship or Place of Organization Delaware ------------------------------------------------------------------------------ 5. Sole Voting Power Number of 0 Shares ---------------------------------------------------------- 6. Shared Voting Power Beneficially 7,789,363 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 7,789,363 ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 7,789,363 ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 14.9 % ------------------------------------------------------------------------------ 12. Type of Reporting Person IA ------------------------------------------------------------------------------ Page 2 of 9 Item 1(a). Name of Issuer: THREDUP INC. Item 1(b). Address of Issuer's Principal Executive Offices: 969 Broadway, Suite 200, Oakland, CA 94607 Item 2(a). Name of Persons Filing: GOLDMAN SACHS ASSET MANAGEMENT Item 2(b). Address of Principal Business Office or, if none, Residence: Goldman Sachs Asset Management 200 West Street New York, NY 10282 Item 2(c). Citizenship: GOLDMAN SACHS ASSET MANAGEMENT, L.P. - Delaware GS INVESTMENT STRATEGIES, LLC - Delaware Item 2(d). Title of Class of Securities: Class A common stock, par value $0.0001 per share Item 2(e). CUSIP Number: 88556E102 Item 3. Not Applicable Page 3 of 9 Item 4. Ownership.* (a). Amount beneficially owned: See the response(s) to Item 9 on the attached cover page(s). (b). Percent of Class: See the response(s)to Item 11 on the attached cover page(s). (c). Number of shares as to which such person has: (i). Sole power to vote or to direct the vote: See the response(s) to Item 5 on the attached cover page(s). (ii). Shared power to vote or to direct the vote: See the response(s) to Item 6 on the attached cover page(s). (iii). Sole power to dispose or to direct the disposition of: See the response(s) to Item 7 on the attached cover page(s). (iv). Shared power to dispose or to direct the disposition of: See the response(s) to Item 8 on the attached cover page(s). Item 5. Ownership of Five Percent or Less of a Class. Not Applicable Item 6. Ownership of More than Five Percent on Behalf of Another Person. Clients of the Reporting Person(s) have or may have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, securities held in their accounts. Clients known to have such right or power with respect to more than 5% of the class of securities to which this report relates are: NONE Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. Not Applicable Item 8. Identification and Classification of Members of the Group. Not Applicable Item 9. Notice of Dissolution of Group. Not Applicable Item 10. Certification. Not Applicable -------------------------- Page 4 of 9 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: February 08, 2022, GOLDMAN SACHS ASSET MANAGEMENT, L.P. By:/s/ Terry Mosher ---------------------------------------- Name: Terry Mosher Title: Attorney-in-fact GS INVESTMENT STRATEGIES, LLC By:/s/ Terry Mosher ---------------------------------------- Name: Terry Mosher Title: Attorney-in-fact Page 5 of 9 INDEX TO EXHIBITS Exhibit No. Exhibit ----------- ------- 99.1 Joint Filing Agreement 99.2 Power of Attorney, relating to GOLDMAN SACHS ASSET MANAGEMENT, L.P. 99.3 Power of Attorney, relating to GS INVESTMENT STRATEGIES, LLC Page 6 of 9 EXHIBIT (99.1) JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Class A common stock, par value $0.0001 per share, of THREDUP INC. and further agree to the filing of this agreement as an Exhibit thereto. In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement on Schedule 13G. Date: February 08, 2022, GOLDMAN SACHS ASSET MANAGEMENT, L.P. By:/s/ Terry Mosher ---------------------------------------- Name: Terry Mosher Title: Attorney-in-fact GS INVESTMENT STRATEGIES, LLC By:/s/ Terry Mosher ---------------------------------------- Name: Terry Mosher Title: Attorney-in-fact Page 7 of 9 EXHIBIT (99.2) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN SACHS ASSET MANAGEMENT, L.P. does hereby make, constitute and appoint each of Stephanie Snyder, Terry Mosher, Jamie Minieri, Rachel Fraizer, and Terrance Grey (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted ceases) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of December 6, 2021. GOLDMAN SACHS ASSET MANAGEMENT, L.P. By: GSAM HOLDINGS LLC., its General Partner By: /s/ David Plutzer ____________________________ Name: David Plutzer Title: Authorized Signatory, Managing Director Page 8 of 9 EXHIBIT (99.3) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS GS INVESTMENT STRATEGIES, LLC (the "Company") does hereby make, constitute and appoint each of Stephanie Snyder, Jerry Li, Jamie Minieri, Nicole Clark, Terry Mosher, Rachel Fraizer, and Terrance Grey (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect to securities which may be deemed to be beneficially owned by the Company under the Act,giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of December 16, 2020 GS INVESTMENT STRATEGIES, LLC By: /s/ David W. Lang ____________________________ Name: David W. Lang Title: Authorized Signatory and Managing Director Page 9 of 9

SEC Form SC 13G filed by ThredUp Inc.