Sec Form 3 Filing - Trinity TVL X, LLC @ ThredUp Inc. - 2021-03-25

FORM 3 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 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) 2480 SAND HILL ROAD, SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 03/25/2021 (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 Common Stock ( 1 ) 92,670 I By Trinity Ventures X, L.P. ( 2 ) Common Stock ( 1 ) 1,167 I By Trinity X Entrepreneurs' Fund, L.P. ( 2 ) Common Stock ( 1 ) 576 I By Trinity X Side-By-Side Fund, L.P. ( 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 Series A Preferred Stock ( 3 ) ( 3 ) ( 3 ) Common Stock ( 1 ) 68,108 I By Trinity Ventures X, L.P. ( 2 ) Series A Preferred Stock ( 3 ) ( 3 ) ( 3 ) Common Stock ( 1 ) 635 I By Trinity X Entrepreneurs' Fund, L.P. ( 2 ) Series A Preferred Stock ( 3 ) ( 3 ) ( 3 ) Common Stock ( 1 ) 343 I By Trinity X Side-By-Side Fund, L.P. ( 2 ) Series A-1 Preferred Stock ( 3 ) ( 3 ) ( 3 ) Common Stock ( 1 ) 4,435,521 I By Trinity Ventures X, L.P. ( 2 ) Series A-1 Preferred Stock ( 3 ) ( 3 ) ( 3 ) Common Stock ( 1 ) 44,136 I By Trinity X Entrepreneurs' Fund, L.P. ( 2 ) Series A-1 Preferred Stock ( 3 ) ( 3 ) ( 3 ) Common Stock ( 1 ) 26,545 I By Trinity X Side-By-Side Fund, L.P. ( 2 ) Series B Preferred Stock ( 3 ) ( 3 ) ( 3 ) Common Stock ( 1 ) 1,863,299 I By Trinity Ventures X, L.P. ( 2 ) Series B Preferred Stock ( 3 ) ( 3 ) ( 3 ) Common Stock ( 1 ) 18,158 I By Trinity X Entrepreneurs' Fund, L.P. ( 2 ) Series B Preferred Stock ( 3 ) ( 3 ) ( 3 ) Common Stock ( 1 ) 10,025 I By Trinity X Side-By-Side Fund, L.P. ( 2 ) Series C Preferred Stock ( 3 ) ( 3 ) ( 3 ) Common Stock ( 1 ) 1,807,227 I By Trinity Ventures X, L.P. ( 2 ) Series C Preferred Stock ( 3 ) ( 3 ) ( 3 ) Common Stock ( 1 ) 16,847 I By Trinity X Entrepreneurs' Fund, L.P. ( 2 ) Series C Preferred Stock ( 3 ) ( 3 ) ( 3 ) Common Stock ( 1 ) 9,092 I By Trinity X Side-By-Side Fund, L.P. ( 2 ) Series D Preferred Stock ( 3 ) ( 3 ) ( 3 ) Common Stock ( 1 ) 1,662,394 I By Trinity Ventures X, L.P. ( 2 ) Series D Preferred Stock ( 3 ) ( 3 ) ( 3 ) Common Stock ( 1 ) 20,950 I By Trinity X Entrepreneurs' Fund, L.P. ( 2 ) Series D Preferred Stock ( 3 ) ( 3 ) ( 3 ) Common Stock ( 1 ) 10,348 I By Trinity X Side-By-Side Fund, L.P. ( 2 ) Series E Preferred Stock ( 3 ) ( 3 ) ( 3 ) Common Stock ( 1 ) 315,434 I By Trinity Ventures X, L.P. ( 2 ) Series E Preferred Stock ( 3 ) ( 3 ) ( 3 ) Common Stock ( 1 ) 2,697 I By Trinity X Entrepreneurs' Fund, L.P. ( 2 ) Series E Preferred Stock ( 3 ) ( 3 ) ( 3 ) Common Stock ( 1 ) 1,454 I By Trinity X Side-By-Side Fund, L.P. ( 2 ) Series E-1 Preferred Stock ( 3 ) ( 3 ) ( 3 ) Common Stock ( 1 ) 319,585 I By Trinity Ventures X, L.P. ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Trinity TVL X, LLC 2480 SAND HILL ROAD SUITE 200 MENLO PARK, CA94025 X TRINITY VENTURES X LP 2480 SAND HILL ROAD SUITE 200 MENLO PARK, CA94025 X Trinity X Entrepreneurs' Fund, L.P. 2480 SAND HILL ROAD SUITE 200 MENLO PARK, CA94025 X Trinity X Side-By-Side Fund, L.P. 2480 SAND HILL ROAD SUITE 200 MENLO PARK, CA94025 X CHOPRA AJAY 2480 SAND HILL ROAD SUITE 200 MENLO PARK, CA94025 X Fenton Noel J 2480 SAND HILL ROAD SUITE 200 MENLO PARK, CA94025 X Labatt Nina C. 2480 SAND HILL ROAD SUITE 200 MENLO PARK, CA94025 X ORR LAWRENCE K 2480 SAND HILL ROAD SUITE 200 MENLO PARK, CA94025 X Nakache Patricia C/O THREDUP INC. 969 BROADWAY, SUITE 200 OAKLAND, CA94607 X X Signatures TRINITY TVL X, LLC, aDelaware limited liability companyBy: Nina C. Labatt, Management Member 03/25/2021 Signature of Reporting Person Date TRINITY VENTURES X, L.P., aDelaware limited partnership By:Trinity TVL X, LLC, a Delawarelimited liability company its GeneralPartnerBy: Nina C. Labatt, Management Member 03/25/2021 Signature of Reporting Person Date TRINITY X ENTREPRENEURSFUND, L.P., a Delaware limitedpartnership By: Trinity TVL X, LLC,a Delaware limited liability companyits General PartnerBy: Nina C. Labatt, Management Member 03/25/2021 Signature of Reporting Person Date TRINITY X SIDE-BY-SIDE FUND,L.P., a Delaware limited partnershipBy: Trinity TVL X, LLC, a Delawarelimited liability company its GeneralPartnerBy: Nina C. Labatt, Management Member 03/25/2021 Signature of Reporting Person Date /s/ Ajay Chopra 03/25/2021 Signature of Reporting Person Date /s/ Noel J. Fenton 03/25/2021 Signature of Reporting Person Date /s/ Nina C. Labatt 03/25/2021 Signature of Reporting Person Date /s/ Patricia E. Nakache 03/25/2021 Signature of Reporting Person Date /s/ Lawrence K. Orr 03/25/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Immediately prior to the completion of the Issuer's initial public offering and following the conversion of each series of the Issuer's convertible preferred stock into Common Stock, each share of Common Stock shall be reclassified into one share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7. Class B Common Stock is convertible into Class A Common Stock at any time at the option of the holder. ( 2 )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. (the "Trinity Entities"), and the Management Members of Trinity TVL X, LLC share voting and dispositive power over the shares held by each of the Trinity Entities. The Management Members of Trinity TVL X, LLC are Ajay Chopra, Noel Fenton, Nina Labatt, Patricia Nakache and Larry Orr. Each of Trinity TVL X, LLC, Mr. Chopra, Mr. Fenton, Ms. Labatt and Mr. Orr disclaim beneficial ownership of the shares reported herein except to the extent of his, her or its respective pecuniary interest therein. Ms. Nakache is a director of the Issuer and files separate Section 16 reports. ( 3 )Each share of Series A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, D Preferred Stock, Series E Preferred Stock and Series E-1 Preferred Stock (collectively, the "Preferred Stock") shall automatically convert into one share of the Issuer's Common Stock, par value $0.0001 per share, on a one-for-one basis, immediately prior to the closing of the Issuer's initial public offering. The shares of Preferred Stock have no expiration 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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