Sec Form 4 Filing - Trinity TVL X, LLC @ 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 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) 08/02/2021 (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 Class A Common Stock 08/02/2021 C( 1 ) 1,056,423 A $ 0 ( 1 ) 1,056,423 I By Trinity Ventures X, L.P. ( 2 ) Class A Common Stock 08/02/2021 C( 1 ) 10,459 A $ 0 ( 1 ) 10,459 I By Trinity X Entrepreneurs' Fund, L.P. ( 2 ) Class A Common Stock 08/02/2021 C( 1 ) 5,838 A $ 0 ( 1 ) 5,838 I By Trinity X Side-By-Side Fund, L.P. ( 2 ) Class A Common Stock 08/02/2021 S( 3 ) 1,056,423 D $ 23.1588 0 I By Trinity Ventures X, L.P. ( 2 ) Class A Common Stock 08/02/2021 S( 3 ) 10,459 D $ 23.1588 0 I By Trinity X Entrepreneurs' Fund, L.P. ( 2 ) Class A Common Stock 08/02/2021 S( 3 ) 5,838 D $ 23.1588 0 I By Trinity X Side-By-Side Fund, L.P. ( 2 )

Table II - Derivat ive 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 ( 4 ) 08/02/2021 C( 1 ) 1,056,423 ( 4 ) ( 4 ) Class A Common Stock 1,056,423 $ 0 9,507,815 I By Trinity Ventures X, L.P. ( 2 ) Class B Common Stock ( 4 ) 08/02/2021 C( 1 ) 10,459 ( 4 ) ( 4 ) Class A Common Stock 10,459 $ 0 94,131 I By Trinity X Entrepreneurs' Fund, L.P. ( 2 ) Class B Common Stock ( 4 ) 08/02/2021 C( 1 ) 5,838 ( 4 ) ( 4 ) Class A Common Stock 5,838 $ 0 52,545 I By Trinity X Side-By-Side Fund, L.P. ( 2 )

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 325 SHARON PARK DR., #458 MENLO PARK, CA94025 X Fenton Noel J 325 SHARON PARK DR., #458 MENLO PARK, CA94025 X Labatt Nina C. 325 SHARON PARK DR., #458 MENLO PARK, CA94025 X Nakache Patricia 325 SHARON PARK DR., #458 MENLO PARK, CA94025 X X ORR LAWRENCE K 325 SHARON PARK DR., #458 MENLO PARK, CA94025 X Signatures TRINITY TVL X, LLCBy: /s/ Nina C. Labatt, Management Member 08/02/2021 Signature of Reporting Person Date TRINITY X ENTREPRENEURS' FUND, L.P.By: Trinity TVL X, LLC, its General PartnerBy: /s/ Nina C. Labatt, Management Member 08/02/2021 Signature of Reporting Person Date TRINITY X SIDE-BY-SIDE FUND, L.P.By: Trinity TVL X, LLC, its General PartnerBy: /s/ Nina C. Labatt, Management Member 08/02/2021 Signature of Reporting Person Date /s/ AJAY CHOPRA 08/02/2021 Signature of Reporting Person Date /s/ NOEL J. FENTON 08/02/2021 Signature of Reporting Person Date /s/ NINA C. LABATT 08/02/2021 Signature of Reporting Person Date /s/ PATRICIA NAKACHE 08/02/2021 Signature of Reporting Person Date /s/ LAWRENCE K. ORR 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 )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 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 disclaims 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 )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, Trinity Ventures X, L.P. sold 1,056,423 shares of Class A Common Stock, Trinity X Entrepreneurs' Fund, L.P. sold 10,459 shares of Class A Common Stock and Trinity X Side-By-Side Fund, L.P. sold 5,838 shares of Class A Common Stock, each at a price per share of $23.1588 (after underwriting discounts and commissions). The Trinity Entities were selling stockholders in the registered public offering. ( 4 )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.

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