Sec Form 4 Filing - Upfront Ventures Management, LLC @ ThredUp Inc. - 2021-11-09

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Upfront Ventures Management, LLC 2. Issuer Name and Ticker or Trading Symbol ThredUp Inc. [ TDUP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1314 7TH STREET, SUITE 600, 3. Date of Earliest Transaction (MM/DD/YY) 11/09/2021 (Street) SANTA MONICA, CA90401 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Class A Common Stock 11/09/2021 C( 1 ) 371,973 A $ 0( 1 ) 371,973 I By Upfront Growth I, L.P.( 2 ) Class A Common Stock 11/09/2021 C( 1 ) 557,960 A $ 0( 1 ) 557,960 I By Upfront Growth II, L.P.( 2 ) Class A Common Stock 11/09/2021 C( 1 ) 1,201,169 A $ 0( 1 ) 1,201,169 I By Upfront IV L.P.( 2 ) Class A Common Stock 11/09/2021 C( 1 ) 68,898 A $ 0( 1 ) 68,898 I By Upfront IV Ancillary, L.P.( 2 ) Class A Common Stock 11/09/2021 J( 3 ) 338,157 D $ 0 33,816 I By Upfront Growth I, L.P.( 2 ) Class A Common Stock 11/09/2021 J( 4 ) 507,236 D $ 0 50,724 I By Upfront Growth II, L.P.( 2 ) Class A Common Stock 11/09/2021 J( 5 ) 1,091,972 D $ 0 109,197 I By Upfront IV L.P.( 2 ) Class A Common Stock 11/09/2021 J( 6 ) 62,635 D $ 0 6,263 I By Upfront IV Ancillary, L.P.( 2 ) Class A Common Stock 11/09/2021 J( 7 ) 28,023 A $ 0 28,023 I By Upfront Growth GP I, LLC( 2 ) Class A Common Stock 11/09/2021 J( 8 ) 28,023 D $ 0 0 I By Upfront Growth GP I, LLC( 2 ) Class A Common Stock 11/09/2021 J( 9 ) 15,218 A $ 0 15,218 I Upfront Growth GP II, LLC( 2 ) Class A Common Stock 11/09/2021 J( 10 ) 15,218 D $ 0 0 I Upfront Growth GP II, LLC( 2 ) Class A Common Stock 11/09/2021 J( 11 ) 266,133 A $ 0 266,133 I Upfront GP IV, L.P.( 2 ) Class A Common Stock 11/09/2021 J( 12 ) 266,133 D $ 0 0 I Upfront GP IV, L.P.( 2 ) Class A Common Stock 11/09/2021 J( 13 ) 626 A $ 0 626 I Upfront IV Ancillary GP, LLC( 2 ) Class A Common Stock 11/09/2021 J( 14 ) 626 D $ 0 0 I Upfront IV Ancillary GP, LLC( 2 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Class B Common Stock ( 15 ) 11/09/2021 C( 1 ) 371,973 ( 15 ) ( 15 ) Class A Common Stock 371,973 $ 0 1,170,754 I By Upfront Growth I, L.P.( 2 ) Class B Common Stock ( 15 ) 11/09/2021 C( 1 ) 557,960 ( 15 ) ( 15 ) Class A Common Stock 557,960 $ 0 1,756,131 I By Upfront Growth II, L.P.( 2 ) Class B Common Stock ( 15 ) 11/09/2021 C( 1 ) 1,201,169 ( 15 ) ( 15 ) Class A Common Stock 1,201,169 $ 0 3,780,579 I By Upfront IV L.P.( 2 ) Class B Common Stock ( 15 ) 11/09/2021 C( 1 ) 68,898 ( 15 ) ( 15 ) Class A Common Stock 68,898 $ 0 216,851 I By Upfront IV Ancillary, L.P.( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Upfront Ventures Management, LLC 1314 7TH STREET, SUITE 600 SANTA MONICA, CA90401 X Suster Mark C/O UPFRONT VENTURES 1314 7TH STREET, SUITE 600 SANTA MONICA, CA90401 X Sisteron Yves C/O UPFRONT VENTURES 1314 7TH STREET, SUITE 600 SANTA MONICA, CA90401 X Signatures Upfront Ventures Management, LLC, By: /s/ Dana Kibler, Chief Financial Officer 11/12/2021 Signature of Reporting Person Date /s/ Mark Suster 11/12/2021 Signature of Reporting Person Date /s/ Yves Sisteron 11/12/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each share of Class B Common Stock was converted into one share of Class A Common Stock at the option of the holder in connection with the distributions described herein. ( 2 )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 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. ( 3 )Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by Upfront Growth I to its general partner and limited partners without additional consideration. ( 4 )Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by Upfront Growth II to its general partner and limited partners without additional consideration. ( 5 )Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by Upfront IV to its general partner and limited partners without additional consideration. ( 6 )Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by Upfront IV Ancillary to its general partner and limited partners without additional consideration. ( 7 )Represents receipt of shares in the distribution in kind described in footnote (3). ( 8 )Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by Upfront Growth GP I, LLC to its members without consideration. ( 9 )Represents receipt of shares in the distribution in kind described in footnote (4). ( 10 )Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by Upfront Growth GP II, LLC to its members without consideration. ( 11 )Represents receipt of shares in the distribution in kind described in footnote (5). ( 12 )Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by Upfront GP IV, L.P. to its general partner and limited partners without consideration. ( 13 )Represents receipt of shares in the distribution in kind described in footnote (6). ( 14 )Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by Upfront IV Ancillary GP, LLC to its members without consideration. ( 15 )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.

Remarks: 2 of 2: The number of joint filers exceeds the EDGAR maximum of 10 joint filers per Form. This Form 4 is being filed in conjunction with a Form 4 being filed by Upfront GP IV, L.P. and other filing persons.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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