Sec Form 4 Filing - Trinity TVL X, LLC @ ThredUp Inc. - 2023-07-18

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Trinity TVL X, 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) 325 SHARON PARK DR., #458, 3. Date of Earliest Transaction (MM/DD/YY) 07/18/2023 (Street) MENLO PARK, CA94025 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 07/18/2023 C( 1 ) 49,240 A $ 0 ( 2 ) 49,240 I By Trinity Ventures X, L.P. ( 3 ) Class A Common Stock 07/18/2023 C( 1 ) 487 A $ 0 ( 2 ) 487 I By Trinity X Entrepreneurs' Fund, L.P. ( 3 ) Class A Common Stock 07/18/2023 C( 1 ) 272 A $ 0 ( 2 ) 272 I By Trinity X Side-By-Side Fund, L.P. ( 3 ) Class A Common Stock 07/18/2023 S( 1 ) 49,240 D $ 2.6 ( 4 ) 0 I By Trinity Ventures X, L.P. ( 3 ) Class A Common Stock 07/18/2023 S( 1 ) 487 D $ 2.6 ( 4 ) 0 I By Trinity X Entrepreneurs' Fund, L.P. ( 3 ) Class A Common Stock 07/18/2023 S( 1 ) 272 D $ 2.6 ( 4 ) 0 I By Trinity X Side-By-Side Fund, L.P. ( 3 ) Class A Common Stock 07/19/2023 C( 1 ) 49,240 A $ 0 ( 2 ) 49,240 I By Trinity Ventures X, L.P. ( 3 ) Class A Common Stock 07/19/2023 C( 1 ) 487 A $ 0 ( 2 ) 487 I By Trinity X Entrepreneurs' Fund, L.P. ( 3 ) Class A Common Stock 07/19/2023 C( 1 ) 272 A $ 0 ( 2 ) 272 I By Trinity X Side-By-Side Fund, L.P. ( 3 ) Class A Common Stock 07/19/2023 S( 1 ) 49,240 D $ 2.98 ( 5 ) 0 I By Trinity Ventures X, L.P. ( 3 ) Class A Common Stock 07/19/2023 S( 1 ) 487 D $ 2.98 ( 5 ) 0 I By Trinity X Entrepreneurs' Fund, L.P. ( 3 ) Class A Common Stock 07/19/2023 S( 1 ) 272 D $ 2.98 ( 5 ) 0 I By Trinity X Side-By-Side Fund, L.P. ( 3 ) Class A Common Stock 07/20/2023 C( 1 ) 33,598 A $ 0 ( 2 ) 33,598 I By Trinity Ventures X, L.P. ( 3 ) Class A Common Stock 07/20/2023 C( 1 ) 332 A $ 0 ( 2 ) 332 I By Trinity X Entrepreneurs' Fund, L.P. ( 3 ) Class A Common Stock 07/20/2023 C( 1 ) 186 A $ 0 ( 2 ) 186 I By Trinity X Side-By-Side Fund, L.P. ( 3 ) Class A Common Stock 07/20/2023 S( 1 ) 33,598 D $ 3.24 ( 6 ) 0 I By Trinity Ventures X, L.P. ( 3 ) Class A Common Stock 07/20/2023 S( 1 ) 332 D $ 3.24 ( 6 ) 0 I By Trinity X Entrepreneurs' Fund, L.P. ( 3 ) Class A Common Stock 07/20/2023 S( 1 ) 186 D $ 3.24 ( 6 ) 0 I By Trinity X Side-By-Side Fund, L.P. ( 3 ) Class A Common Stock 47 D ( 7 ) Class A Common Stock 957 D ( 8 ) Class A Common Stock 1,031 D ( 9 )

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 ( 2 ) 07/18/2023 C( 1 ) 49,240 ( 10 ) ( 10 ) Class A Common Stock 49,240 $ 0 ( 10 ) 8,640,956 I By Trinity Ventures X, L.P. ( 3 ) Class B Common Stock ( 2 ) 07/18/2023 C( 1 ) 487 ( 10 ) ( 10 ) Class A Common Stock 487 $ 0 ( 10 ) 85,549 I By Trinity X Entrepreneurs' Fund, L.P. ( 3 ) Class B Common Stock ( 2 ) 07/18/2023 C( 1 ) 272 ( 10 ) ( 10 ) Class A Common Stock 272 $ 0 ( 10 ) 47,755 I By Trinity X Side-By-Side Fund, L.P. ( 3 ) Class B Common Stock ( 2 ) 07/19/2023 C( 1 ) 49,240 ( 10 ) ( 10 ) Class A Common Stock 49,240 $ 0 ( 10 ) 8,591,716 I By Trinity Ventures X, L.P. ( 3 ) Class B Common Stock ( 2 ) 07/19/2023 C( 1 ) 487 ( 10 ) ( 10 ) Class A Common Stock 487 $ 0 ( 10 ) 85,062 I By Trinity X Entrepreneurs' Fund, L.P. ( 3 ) Class B Common Stock ( 2 ) 07/19/2023 C( 1 ) 272 ( 10 ) ( 10 ) Class A Common Stock 272 $ 0 ( 10 ) 47,483 I By Trinity X Side-By-Side Fund, L.P. ( 3 ) Class B Common Stock ( 2 ) 07/20/2023 C( 1 ) 33,598 ( 10 ) ( 10 ) Class A Common Stock 33,598 $ 0 ( 10 ) 8,558,118 I By Trinity Ventures X, L.P. ( 3 ) Class B Common Stock ( 2 ) 07/20/2023 C( 1 ) 332 ( 10 ) ( 10 ) Class A Common Stock 332 $ 0 ( 10 ) 84,730 I By Trinity X Entrepreneurs' Fund, L.P. ( 3 ) Class B Common Stock ( 2 ) 07/20/2023 C( 1 ) 186 ( 10 ) ( 10 ) Class A Common Stock 186 $ 0 ( 10 ) 47,297 I By Trinity X Side-By-Side Fund, L.P. ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Trinity TVL X, LLC 325 SHARON PARK DR., #458 MENLO PARK, CA94025 X TRINITY VENTURES X LP 325 SHARON PARK DR., #458 MENLO PARK, CA94025 X Trinity X Entrepreneurs' Fund, L.P. 325 SHARON PARK DR., #458 MENLO PARK, CA94025 X Trinity X Side-By-Side Fund, L.P. 325 SHARON PARK DR., #458 MENLO PARK, CA94025 X CHOPRA AJAY C/O TRINITY VENTURES 325 SHARON PARK DR., #458 MENLO PARK, CA94025 X Fenton Noel J C/O TRINITY VENTURES 325 SHARON PARK DR., #458 MENLO PARK, CA94025 X Signatures Trinity TVL X, LLC By /s/ Lyle McCulloch, SVP Finance 07/20/2023 Signature of Reporting Person Date Trinity Ventures X, L.P., By: Trinity TVL X, LLC, its General Partner, By /s/ Lyle McCulloch, SVP Finance 07/20/2023 Signature of Reporting Person Date Trinity X Entrepreneurs' Fund, L.P., By: Trinity TVL X, LLC, its General Partner, By /s/ Lyle McCulloch, SVP Finance 07/20/2023 Signature of Reporting Person Date Trinity X Side-By-Side Fund, L.P., By: Trinity TVL X, LLC, its General Partner, By /s/ Lyle McCulloch, SVP Finance 07/20/2023 Signature of Reporting Person Date /s/ Ajay Chopra 07/20/2023 Signature of Reporting Person Date /s/ Noel J. Fenton 07/20/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This transaction was made pursuant to a Rule 10b5-1 trading plan adopted on June 9, 2023. ( 2 )Each share of Class B Common Stock was converted into one share of Class A Common Stock for no additional consideration. ( 3 )Trinity TVL X, LLC is 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 the Management Members of Trinity TVL X, LLC share voting and dispositive power over the shares held by each of the Trinity Funds. The Management Members of Trinity TVL X, LLC are Ajay Chopra, Noel Fenton and Patricia Nakache. Each of Trinity TVL X, LLC, Mr. Chopra and Mr. Fenton disclaims beneficial ownership of the shares reported herein except to the extent of its or his respective pecuniary interest therein. Ms. Nakache is a director of the Issuer and files separate Section 16 reports. ( 4 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.59 to $2.63 inclusive. The Reporting Persons undertake 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 $2.97 to $3.00 inclusive. The Reporting Persons undertake 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 $3.24 to $3.25 inclusive. The Reporting Persons undertake 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 )Shares are directly held by TVL Management Corp ("TVL Corp"). Each of Ajay Chopra, Noel Fenton and Patricia Nakache is an executive officer and director of TVL Corp and shares voting and dispositive power over the shares held by TVL Corp. Each of Mr. Chopra and Mr. Fenton disclaims beneficial ownership of the shares reported herein except to the extent of his respective pecuniary interest therein. Ms. Nakache is a director of the Issuer and files separate Section 16 reports. ( 8 )Shares are directly held by Ajay Chopra. ( 9 )Shares are directly held by Noel J. Fenton. ( 10 )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.

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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.