Sec Form 4 Filing - Highland Management Partners VIII Ltd @ ThredUp Inc. - 2021-08-02

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 Highland Management Partners VIII Ltd 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) ONE BROADWAY, 16TH FLOOR, 3. Date of Earliest Transaction (MM/DD/YY) 08/02/2021 (Street) CAMBRIDGE, MA02142 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 08/02/2021 C( 1 ) 229,293 A $ 0 ( 1 ) 229,293 I See Footnote ( 2 ) Class A Common Stock 08/02/2021 C( 1 ) 55,562 A $ 0 ( 1 ) 55,562 I See Footnote ( 3 ) Class A Common Stock 08/02/2021 C( 1 ) 80,916 A $ 0 ( 1 ) 80,916 I See Footnote ( 4 ) Class A Common Stock 08/02/2021 C( 1 ) 7,185 A $ 0 ( 1 ) 7,185 I See Footnote ( 5 ) Class A Common Stock 08/02/2021 S( 6 ) 229,293 D $ 23.1588 0 I See Footnote ( 2 ) Class A Common Stock 08/02/2021 S( 6 ) 55,562 D $ 23.1588 0 I See Footnote ( 3 ) Class A Common Stock 08/02/2021 S( 6 ) 80,916 D $ 23.1588 0 I See Footnote ( 4 ) Class A Common Stock 08/02/2021 S( 6 ) 7,185 D $ 23.1588 0 I See Footnote ( 5 )

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 ( 7 ) 08/02/2021 C( 1 ) 229,293 ( 7 ) ( 7 ) Class A Common Stock 229,293 $ 0 2,063,647 I See Footnote ( 2 ) Class B Common Stock ( 7 ) 08/02/2021 C( 1 ) 55,562 ( 7 ) ( 7 ) Class A Common Stock 55,562 $ 0 500,062 I See Footnote ( 3 ) Class B Common Stock ( 7 ) 08/02/2021 C( 1 ) 80,916 ( 7 ) ( 7 ) Class A Common Stock 80,916 $ 0 728,247 I See Footnote ( 4 ) Class B Common Stock ( 7 ) 08/02/2021 C( 1 ) 7,185 ( 7 ) ( 7 ) Class A Common Stock 7,185 $ 0 64,665 I See Footnote ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Highland Management Partners VIII Ltd ONE BROADWAY, 16TH FLOOR CAMBRIDGE, MA02142 X Highland Management Partners VII, LLC ONE BROADWAY 16TH FLOOR CAMBRIDGE, MA02142 X Highland Management Partners VII Limited Partnership ONE BROADWAY 16TH FLOOR CAMBRIDGE, MA02142 X Highland Capital Partners VII LP ONE BROADWAY 16TH FLOOR CAMBRIDGE, MA02142 X HIGHLAND CAPITAL PARTNERS VII-B L P ONE BROADWAY 16TH FLOOR CAMBRIDGE, MA02142 X Highland Capital Partners VII-C LP ONE BROADWAY 16TH FLOOR CAMBRIDGE, MA02142 X Highland Entrepreneurs Fund VII Limited Partnership ONE BROADWAY 16TH FLOOR CAMBRIDGE, MA02142 X Signatures HIGHLAND MANAGEMENT PARTNERS VIII LIMITEDBy: /s/ Jessica Healey, Authorized Officer 08/02/2021 Signature of Reporting Person Date HIGHLAND MANAGEMENT PARTNERS VII, LLCBy: /s/ Jessica Healey, Authorized Manager 08/02/2021 Signature of Reporting Person Date HIGHLAND MANAGEMENT PARTNERS VII LIMITED PARTNERSHIPBy: Highland Management Partners VII, LLC, its General PartnerBy: /s/ Jessica Healey, Authorized Manager 08/02/2021 Signature of Reporting Person Date HIGHLAND CAPITAL PARTNERS VII LIMITED PARTNERSHIPBy: Highland Management Partners VII Limited Partnership, its General PartnerBy: Highland Management Partners VII, LLC, its General PartnerBy: /s/ Jessica Healey, Authorized Manager 08/02/2021 Signature of Reporting Person Date HIGHLAND CAPITAL PARTNERS VII-B LIMITED PARTNERSHIPBy: Highland Management Partners VII Limited Partnership, its General PartnerBy: Highland Management Partners VII, LLC, its General PartnerBy: /s/ Jessica Healey, Authorized Manager 08/02/2021 Signature of Reporting Person Date HIGHLAND CAPITAL PARTNERS VII-C LIMITED PARTNERSHIPBy: Highland Management Partners VII Limited Partnership, its General PartnerBy: Highland Management Partners VII, LLC, its General PartnerBy: /s/ Jessica Healey, Authorized Manager 08/02/2021 Signature of Reporting Person Date HIGHLAND ENTREPRENEURS' FUND VII LIMITED PARTNERSHIPBy: Highland Management Partners VII Limited Partnership, its General PartnerBy: Highland Management Partners VII, LLC, its General PartnerBy: /s/ Jessica Healey, Authorized Manager 08/02/2021 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 registered public offering of shares of the Issuer's Class A Common Stock, pursuant to a final prospectus dated July 28, 2021, which offering was consummated on August 2, 2021. ( 2 )These shares are held of record by Highland Capital Partners VII Limited Partnership ("Highland Capital VII"). Highland Management Partners VII, LLC ("HMP VII LLC") is the general partner of Highland Management Partners VII Limited Partnership ("HMP VII LP"), which is the general partner of Highland Capital VII. Robert J. Davis, Paul A. Maeder, Corey M. Mulloy and Daniel J. Nova, a member of the Issuer's board of directors (collectively, the "Managing Members"), are the managing members of HMP VII LLC. Each of HMP VII LP, HMP VII LLC and the Managing Members may be deemed to share voting, investment and dispositive power over the shares held by Highland Capital VII and as a result may be deemed to have beneficial ownership over such shares. Each of HMP VII LP, HMP VII LLC and the Managing Members disclaims beneficial ownership over the shares held by Highland Capital VII to the extent of its or their respective pecuniary interests therein, if any. ( 3 )These shares are held of record by Highland Capital Partners VII-B Limited Partnership ("Highland Capital VII-B"). HMP VII LLC is the general partner of HMP VII LP, which is the general partner of Highland Capital VII-B. The Managing Members are the managing members of HMP VII LLC. Each of HMP VII LP, HMP VII LLC and the Managing Members may be deemed to share voting, investment and dispositive power over the shares held by Highland Capital VII-B and as a result may be deemed to have beneficial ownership over such shares. Each of HMP VII LP, HMP VII LLC and the Managing Members disclaims beneficial ownership over the shares held by Highland Capital VII-B to the extent of its or their respective pecuniary interests therein, if any. ( 4 )These shares are held of record by Highland Capital Partners VII-C Limited Partnership ("Highland Capital VII-C"). HMP VII LLC is the general partner of HMP VII LP, which is the general partner of Highland Capital VII-C. The Managing Members are the managing members of HMP VII LLC. Each of HMP VII LP, HMP VII LLC and the Managing Members may be deemed to share voting, investment and dispositive power over the shares held by Highland Capital VII-C and as a result may be deemed to have beneficial ownership over such shares. Each of HMP VII LP, HMP VII LLC and the Managing Members disclaims beneficial ownership over the shares held by Highland Capital VII-C to the extent of its or their respective pecuniary interests therein, if any. ( 5 )These shares are held of record by Highland Entrepreneurs' Fund VII Limited Partnership ("Highland Entrepreneurs' Fund"). HMP VII LLC is the general partner of HMP VII LP, which is the general partner of Highland Entrepreneurs' Fund. The Managing Members are the managing members of HMP VII LLC. Each of HMP VII LP, HMP VII LLC and the Managing Members may be deemed to share voting, investment and dispositive power over the shares held by Highland Entrepreneurs' Fund and as a result may be deemed to have beneficial ownership over such shares. Each of HMP VII LP, HMP VII LLC and the Managing Members disclaims beneficial ownership over the shares held by Highland Entrepreneurs' Fund to the extent of their respective pecuniary interests therein, if any. ( 6 )Pursuant to an underwriting agreement and in connection with the registered public offering of shares of the Issuer's Class A Common Stock, pursuant to a final prospectus dated July 28, 2021, which offering was consummated on August 2, 2021, Highland Capital VII sold 229,293 shares of Class A Common Stock, Highland Capital VII-B sold 55,562 shares of Class A Common Stock, Highland Capital VII-C sold 80,916 shares of Class A Common Stock and Highland Entrepreneurs' Fund sold 7,185 shares of Class A Common Stock, each at a price per share of $23.1588 (after underwriting discounts and commissions). Highland Capital VII, Highland Capital VII-B, Highland Capital VII-C and Highland Entrepreneurs' Fund were selling stockholders in the registered public offering. ( 7 )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: Daniel J. Nova is a member of the Issuer's board of directors and files separate Section 16 reports. Due to SEC restrictions on the number of reporting persons, this is Form 1 of 2, being filed collectively by each of the undersigned Reporting Persons and Highland Management Partners VIII Limited Partnership, Highland Capital Partners VIII Limited Partnership, Highland Capital Partners VIII-B Limited Partnership, and Highland Capital Partners VIII-C Limited Partnership.

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).

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