Sec Form 4 Filing - Marino Anthony Salvatore @ ThredUp Inc. - 2021-07-15

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 Marino Anthony Salvatore 2. Issuer Name and Ticker or Trading Symbol ThredUp Inc. [ TDUP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President (Last) (First) (Middle) C/O THREDUP INC., 969 BROADWAY, SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 07/15/2021 (Street) OAKLAND, CA94607 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 09/01/2021 C( 1 ) 20,957 A $ 0 ( 1 ) 20,957 D Class A Common Stock 09/01/2021 S( 2 ) 20,957 D $ 20.0324 ( 3 ) 0 D Class A Common Stock 09/02/2021 C( 1 ) 6,898 A $ 0 ( 1 ) 6,898 D Class A Common Stock 09/02/2021 S( 2 ) 6,898 D $ 20.0711 ( 4 ) 0 D

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 Benef icially 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 ( 1 ) 07/15/2021 G( 5 ) V 125,000 ( 1 ) ( 1 ) Class A Common Stock 125,000 $ 0 134,660 D Class B Common Stock ( 1 ) 07/15/2021 G( 5 ) V 125,000 ( 1 ) ( 1 ) Class A Common Stock 125,000 $ 0 125,000 I By Trust ( 6 ) Class B Common Stock ( 1 ) 07/15/2021 G( 7 ) V 125,000 ( 1 ) ( 1 ) Class A Common Stock 125,000 $ 0 9,660 D Class B Common Stock ( 1 ) 07/15/2021 G( 7 ) V 125,000 ( 1 ) ( 1 ) Class A Common Stock 125,000 $ 0 125,000 I By Trust ( 8 ) Stock Option (Right to Buy) $ 0.55 09/01/2021 M 20,957 ( 9 ) 12/03/2023 Class B Common Stock 20,957 $ 0 256,146 D Class B Common Stock ( 1 ) 09/01/2021 M 20,957 ( 1 ) ( 1 ) Class A Common Stock 20,957 $ 0 30,617 D Class B Common Stock ( 1 ) 09/01/2021 C( 1 ) 20,957 ( 1 ) ( 1 ) Class A Common Stock 20,957 $ 0 9,660 D Stock Option (Right to Buy) $ 0.55 09/02/2021 M 6,898 ( 9 ) 12/03/2023 Class B Common Stock 6,898 $ 0 249,248 D Class B Common Stock ( 1 ) 09/02/2021 M 6,898 ( 1 ) ( 1 ) Class A Common Stock 6,898 $ 0 16,558 D Class B Common Stock ( 1 ) 09/02/2021 C( 1 ) 6,898 ( 1 ) ( 1 ) Class A Common Stock 6,898 $ 0 9,660 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Marino Anthony Salvatore C/O THREDUP INC. 969 BROADWAY, SUITE 200 OAKLAND, CA94607 President Signatures /s/ Alon Rotem, Attorney-in-Fact 09/03/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )This transaction was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person. ( 3 )The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $20.00 to $20.20 per share. The Reporting Person undertakes 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. ( 4 )The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $20.00 to $20.19 per share. The Reporting Person undertakes 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 )On July 15, 2021, the Reporting Person transferred 125,000 shares of the Issuer's Class B Common Stock to The Anthony Salvatore Marino 2021 Annuity Trust (the "Anthony Marino GRAT"). This was a bona fide gift with no payment in consideration. ( 6 )Shares held of record by the Anthony Marino GRAT. ( 7 )On July 15, 2021, the Reporting Person transferred 125,000 shares of the Issuer's Class B Common Stock to The Courtney Erin Marino 2021 Annuity Trust (the "Courtney Marino GRAT"), of which the Reporting Person's spouse is the trustee, for the benefit of the Reporting Person's spouse. This was a bona fide gift with no payment in consideration. ( 8 )Shares held of record by the Courtney Marino GRAT. ( 9 )The stock option vested over four years after September 1, 2013.

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.