Sec Form 3 Filing - Highland Management Partners VIII Ltd @ 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 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) 03/25/2021 (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 Common Stock ( 1 ) 51,382 I See Footnote ( 2 ) Common Stock ( 1 ) 796 I See Footnote ( 3 ) Common Stock ( 1 ) 18,632 I See Footnote ( 4 )

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 ( 5 ) ( 5 ) ( 5 ) Common Stock ( 1 ) 241,861 I See Footnote ( 2 ) Series A Preferred Stock ( 5 ) ( 5 ) ( 5 ) Common Stock ( 1 ) 3,750 I See Footnote ( 3 ) Series A Preferred Stock ( 5 ) ( 5 ) ( 5 ) Common Stock ( 1 ) 87,703 I See Footnote ( 4 ) Series A-1 Preferred Stock ( 5 ) ( 5 ) ( 5 ) Common Stock ( 1 ) 158,457 I See Footnote ( 2 ) Series A-1 Preferred Stock ( 5 ) ( 5 ) ( 5 ) Common Stock ( 1 ) 2,457 I See Footnote ( 3 ) Series A-1 Preferred Stock ( 5 ) ( 5 ) ( 5 ) Common Stock ( 1 ) 57,460 I See Footnote ( 4 ) Series C Preferred Stock ( 5 ) ( 5 ) ( 5 ) Common Stock ( 1 ) 2,944,984 I See Footnote ( 2 ) Series C Preferred Stock ( 5 ) ( 5 ) ( 5 ) Common Stock ( 1 ) 45,659 I See Footnote ( 3 ) Series C Preferred Stock ( 5 ) ( 5 ) ( 5 ) Common Stock ( 1 ) 1,067,906 I See Footnote ( 4 ) Series D Preferred Stock ( 5 ) ( 5 ) ( 5 ) Common Stock ( 1 ) 798,840 I See Footnote ( 2 ) Series D Preferred Stock ( 5 ) ( 5 ) ( 5 ) Common Stock ( 1 ) 12,385 I See Footnote ( 3 ) Series D Preferred Stock ( 5 ) ( 5 ) ( 5 ) Common Stock ( 1 ) 289,674 I See Footnote ( 4 ) Series E Preferred Stock ( 5 ) ( 5 ) ( 5 ) Common Stock ( 1 ) 504,961 I See Footnote ( 2 ) Series E Preferred Stock ( 5 ) ( 5 ) ( 5 ) Common Stock ( 1 ) 7,829 I See Footnote ( 3 ) Series E Preferred Stock ( 5 ) ( 5 ) ( 5 ) Common Stock ( 1 ) 183,108 I See Footnote ( 4 ) Series E-1 Preferred Stock ( 5 ) ( 5 ) ( 5 ) Common Stock ( 1 ) 263,785 I See Footnote ( 2 ) Series E-1 Preferred Stock ( 5 ) ( 5 ) ( 5 ) Common Stock ( 1 ) 4,090 I See Footnote ( 3 ) Series E-1 Preferred Stock ( 5 ) ( 5 ) ( 5 ) Common Stock ( 1 ) 95,654 I See Footnote ( 4 ) Series F Preferred Stock ( 5 ) ( 5 ) ( 5 ) Common Stock ( 1 ) 61,664 I See Footnote ( 2 ) Series F Preferred Stock ( 5 ) ( 5 ) ( 5 ) Common Stock ( 1 ) 956 I See Footnote ( 3 ) Series F Preferred Stock ( 5 ) ( 5 ) ( 5 ) Common Stock ( 1 ) 22,360 I See Footnote ( 4 )

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 Capital Partners VIII Limited Partnership ONE BROADWAY 16TH FLOOR CAMBRIDGE, MA02142 X Highland Capital Partners VIII-B Limited Partnership ONE BROADWAY 16TH FLOOR CAMBRIDGE, MA02142 X Highland Capital Partners VIII-C Limited PartnershipONE BROADWAY 16TH FLOOR CAMBRIDGE, MA02142 X Highland Management Partners VIII Limited Partnership ONE BROADWAY 16TH FLOOR CAMBRIDGE, MA02142 X Signatures By: /s/ Jessica Healey, Authorized Officer of Highland Management Partners VIII Limited 03/25/2021 Signature of Reporting Person Date By: /s/ Jessica Healey, Authorized Officer of Highland Management Partners VIII Limited, the general partner of Highland Management Partners VIII Limited Partnership, the general partner of Highland Capital Partners VIII-B Limited Partnership 03/25/2021 Signature of Reporting Person Date By: /s/ Jessica Healey, Authorized Officer of Highland Management Partners VIII Limited, the general partner of Highland Management Partners VIII Limited Partnership, the general partner of Highland Capital Partners VIII-C Limited Partnership 03/25/2021 Signature of Reporting Person Date By: /s/ Jessica Healey, Authorized Officer of Highland Management Partners VIII Limited, the general partner of Highland Management Partners VIII Limited Partnership 03/25/2021 Signature of Reporting Person Date By: /s/ Jessica Healey, Authorized Officer of Highland Management Partners VIII Limited, the general partner of Highland Management Partners VIII Limited Partnership, the general partner of Highland Capital Partners VIII Limited Partnership 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 )These shares are held of record by Highland Capital Partners VIII Limited Partnership ("Highland Capital VIII"). Highland Management Partners VIII Limited ("HMP VIII Ltd") is the general partner of Highland Management Partners VIII Limited Partnership ("HMP VIII LP") which is the general partner of Highland Capital VIII. Robert J. Davis, Paul A. Maeder, Corey M. Mulloy and Daniel J. Nova, a member of the Issuer's board of directors (collectively, the "HMP VIII Ltd Directors"), are the directors of HMP VIII Ltd. Each of HMP VIII LP, HMP VIII Ltd and the HMP VIII Ltd Directors may be deemed to share voting, investment and dispositive power over the shares held by Highland Capital VIII and as a result may be deemed to have beneficial ownership over such shares. Each of HMP VIII Ltd, HMP VIII LP and the HMP VIII Ltd Directors disclaims beneficial ownership over the shares held by Highland Capital VIII to the extent of their respective pecuniary interests therein, if any. ( 3 )These shares are held of record by Highland Capital Partners VIII-B Limited Partnership ("Highland Capital VIII-B"). HMP VIII Ltd is the general partner of HMP VIII LP which is the general partner of Highland Capital VIII-B. The HMP VIII Ltd Directors are the directors of HMP VIII Ltd. Each of HMP VIII LP, HMP VIII Ltd and the HMP VIII Ltd Directors may be deemed to share voting, investment and dispositive power over the shares held by Highland Capital VIII-B and as a result may be deemed to have beneficial ownership over such shares. Each of HMP VIII Ltd, HMP VIII LP and the HMP VIII Ltd Directors disclaims beneficial ownership over the shares held by Highland Capital VIII-B to the extent of their respective pecuniary interests therein, if any. ( 4 )These shares are held of record by Highland Capital Partners VIII-C Limited Partnership ("Highland Capital VIII-C"). HMP VIII Ltd is the general partner of HMP VIII LP which is the general partner of Highland Capital VIII-C. The HMP VIII Ltd Directors are the directors of HMP VIII Ltd. Each of HMP VIII LP, HMP VIII Ltd and the HMP VIII Ltd Directors may be deemed to share voting, investment and dispositive power over the shares held by Highland Capital VIII-C and as a result may be deemed to have beneficial ownership over such shares. Each of HMP VIII Ltd, HMP VIII LP and the HMP VIII Ltd Directors disclaims beneficial ownership over the shares held by Highland Capital VIII-C to the extent of their respective pecuniary interests therein, if any. ( 5 )Each share of Series A Preferred Stock, Series A-1 Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series E-1 Preferred Stock and Series F 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.

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 2 of 2.

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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