Sec Form 3 Filing - Redpoint Ventures IV, L.P. @ ThredUp Inc. - 2021-03-25

Insider filing report for Changes in Beneficial Ownership
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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
Redpoint Ventures IV, L.P.
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)
2969 WOODSIDE ROAD
3. Date of Earliest Transaction (MM/DD/YY)
03/25/2021
(Street)
WOODSIDE, CA94062
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 ) 2,905 I By Redpoint Associates IV, LLC ( 2 )
Common Stock ( 1 ) 113,298 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 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 ) 1,478 I By Redpoint Associates IV, LLC ( 2 )
Series A Preferred Stock ( 3 ) ( 3 ) ( 3 ) Common Stock ( 1 ) 57,634 D
Series A-1 Preferred Stock ( 3 ) ( 3 ) ( 3 ) Common Stock ( 1 ) 968 I By Redpoint Associates IV, LLC ( 2 )
Series A-1 Preferred Stock ( 3 ) ( 3 ) ( 3 ) Common Stock ( 1 ) 37,760 D
Series B Preferred Stock ( 3 ) ( 3 ) ( 3 ) Common Stock ( 1 ) 135,106 I By Redpoint Associates IV, LLC ( 2 )
Series B Preferred Stock ( 3 ) ( 3 ) ( 3 ) Common Stock ( 1 ) 5,269,130 D
Series C Preferred Stock ( 3 ) ( 3 ) ( 3 ) Common Stock ( 1 ) 39,214 I By Redpoint Associates IV, LLC ( 2 )
Series C Preferred Stock ( 3 ) ( 3 ) ( 3 ) Common Stock ( 1 ) 1,529,349 D
Series D Preferred Stock ( 3 ) ( 3 ) ( 3 ) Common Stock ( 1 ) 42,342 I By Redpoint Associates IV, LLC ( 2 )
Series D Preferred Stock ( 3 ) ( 3 ) ( 3 ) Common Stock ( 1 ) 1,651,350 D
Series E Preferred Stock ( 3 ) ( 3 ) ( 3 ) Common Stock ( 1 ) 26,765 I By Redpoint Associates IV, LLC ( 2 )
Series E Preferred Stock ( 3 ) ( 3 ) ( 3 ) Common Stock ( 1 ) 1,043,846 D
Series E-1 Preferred Stock ( 3 ) ( 3 ) ( 3 ) Common Stock ( 1 ) 13,981 I By Redpoint Associates IV, LLC ( 2 )
Series E-1 Preferred Stock ( 3 ) ( 3 ) ( 3 ) Common Stock ( 1 ) 545,293 D
Series F Preferred Stock ( 3 ) ( 3 ) ( 3 ) Common Stock ( 1 ) 4,903 I By Redpoint Associates IV, LLC ( 2 )
Series F Preferred Stock ( 3 ) ( 3 ) ( 3 ) Common Stock ( 1 ) 191,206 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Redpoint Ventures IV, L.P.
2969 WOODSIDE ROAD
WOODSIDE, CA94062
X
Redpoint Ventures IV, LLC
2969 WOODSIDE ROAD
WOODSIDE, CA94062
X
Redpoint Associates IV, LLC
2969 WOODSIDE ROAD
WOODSIDE, CA94062
X
Signatures
Redpoint Ventures IV, L.P., by its General Partner, Redpoint Ventures IV, LLC, by /s/ Timothy M. Haley, Managing Director 03/25/2021
Signature of Reporting Person Date
Redpoint Associates IV, LLC, by /s/ Timothy M. Haley, Managing Director 03/25/2021
Signature of Reporting Person Date
Redpoint Ventures IV, LLC, by /s/ Timothy M. Haley, Managing Director 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 )Redpoint Ventures IV, LLC ("RV IV LLC"), is the sole general partner of Redpoint Ventures IV, L.P. ("RV IV"). RV IV LLC and Redpoint Associates IV, LLC ("RA IV") are under common control. As such, RV IV LLC has sole voting and investment control over the shares owned by RV IV, and may be deemed to beneficially own the shares held by RV IV. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein, except to the extent of its respective pecuniary interest therein.
( 3 )Each share of Series A Preferred Stock, Series A-1 Preferred Stock, Series B 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.

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