Sec Form 4 Filing - Reinhart James G. @ ThredUp Inc. - 2023-09-25

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 Reinhart James G. 2. Issuer Name and Ticker or Trading Symbol ThredUp Inc. [ TDUP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O THREDUP INC., 969 BROADWAY, SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 09/25/2023 (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

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 ( 1 ) 09/25/2023 G( 2 ) 80,000 ( 1 ) ( 1 ) Class A Common Stock 80,000 $ 0 ( 2 ) 526,117 D Class B Common Stock ( 1 ) 09/25/2023 G( 3 ) 80,000 ( 1 ) ( 1 ) Class A Common Stock 80,000 $ 0 ( 3 ) 446,117 D Class B Common Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 2,583,795 2,583,795 I By Trust ( 4 ) Class B Common Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 337,929 337,929 I By Trust ( 5 ) Class B Common Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 106,700 106,700 I By Trust ( 6 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Reinhart James G. C/O THREDUP INC. 969 BROADWAY, SUITE 200 OAKLAND, CA94607 X Chief Executive Officer Signatures /s/ Alon Rotem, Attorney-in-Fact 09/27/2023 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 )Bona fide gift for no consideration of 80,000 shares of the Issuers Class B Common Stock to mother of Reporting Person, who does not reside in the same household as Reporting Person. ( 3 )Bona fide gift for no consideration of 80,000 shares of the Issuers Class B Common Stock to father of Reporting Person, who does not reside in the same household as Reporting Person. ( 4 )Shares held of record by James Reinhart and Michele Reinhart as Trustees of the Costanoa Family Trust dated July 22 2015 as amended (the "2015 Costanoa Trust"). ( 5 )Shares held of record by James Reinhart and Michele Reinhart as Trustees of The Costanoa 2017 Irrevocable GST Trust (the "2017 Costanoa GST Trust"). ( 6 )These shares are owned directly by a trust for the benefit of Mr. Reinhart's family and of which the trustee is an independent institution. The Reporting Person disclaims Section 16 beneficial ownership of these securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.

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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