Sec Form 4 Filing - Highland Management Partners VIII Ltd @ ThredUp Inc. - 2021-03-30

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 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) 03/30/2021 (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 03/30/2021 J( 1 ) 23,441 D $ 0 ( 2 ) 0 I See Footnote ( 3 ) Common Stock 03/30/2021 J( 1 ) 5,680 D $ 0 ( 2 ) 0 I See Footnote ( 4 ) Common Stock 03/30/2021 J( 1 ) 8,272 D $ 0 ( 2 ) 0 I See Footnote ( 5 ) Common Stock 03/30/2021 J( 1 ) 735 D $ 0 ( 2 ) 0 I See Footnote ( 6 )

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 ( 7 ) 03/30/2021 C 110,343 ( 7 ) ( 7 ) Common Stock 110,343 $ 0 0 I See Footnote ( 3 ) Series A Preferred Stock ( 7 ) 03/30/2021 C 26,738 ( 7 ) ( 7 ) Common Stock 26,738 $ 0 0 I See Footnote ( 4 ) Series A Preferred Stock ( 7 ) 03/30/2021 C 38,939 ( 7 ) ( 7 ) Common Stock 38,939 $ 0 0 I See Footnote ( 5 ) Series A Preferred Stock ( 7 ) 03/30/2021 C 3,458 ( 7 ) ( 7 ) Common Stock 3,458 $ 0 0 I See Footnote ( 6 ) Series A-1 Preferred Stock ( 7 ) 03/30/2021 C 72,292 ( 7 ) ( 7 ) Common Stock 72,292 $ 0 0 I See Footnote ( 3 ) Series A-1 Preferred Stock ( 7 ) 03/30/2021 C 17,518 ( 7 ) ( 7 ) Common Stock 17,518 $ 0 0 I See Footnote ( 4 ) Series A-1 Preferred Stock ( 7 ) 03/30/2021 C 25,511 ( 7 ) ( 7 ) Common Stock 25,511 $ 0 0 I See Footnote ( 5 ) Series A-1 Preferred Stock ( 7 ) 03/30/2021 C 2,265 ( 7 ) ( 7 ) Common Stock 2,265 $ 0 0 I See Footnote ( 6 ) Series C Preferred Stock ( 7 ) 03/30/2021 C 1,343,565 ( 7 ) ( 7 ) Common Stock 1,343,565 $ 0 0 I See Footnote ( 3 ) Series C Preferred Stock ( 7 ) 03/30/2021 C 325,572 ( 7 ) ( 7 ) Common Stock 325,572 $ 0 0 I See Footnote ( 4 ) Series C Preferred Stock ( 7 ) 03/30/2021 C 474,136 ( 7 ) ( 7 ) Common Stock 474,136 $ 0 0 I See Footnote ( 5 ) Series C Preferred Stock ( 7 ) 03/30/2021 C 42,100 ( 7 ) ( 7 ) Common Stock 42,100 $ 0 0 I See Footnote ( 6 ) Series D Preferred Stock ( 7 ) 03/30/2021 C 364,449 ( 7 ) ( 7 ) Common Stock 364,449 $ 0 0 I See Footnote ( 3 ) Series D Preferred Stock ( 7 ) 03/30/2021 C 88,313 ( 7 ) ( 7 ) Common Stock 88,313 $ 0 0 I See Footnote ( 4 ) Series D Preferred Stock ( 7 ) 03/30/2021 C 128,611 ( 7 ) ( 7 ) Common Stock 128,611 $ 0 0 I See Footnote ( 5 ) Series D Preferred Stock ( 7 ) 03/30/2021 C 11,420 ( 7 ) ( 7 ) Common Stock 11,420 $ 0 0 I See Footnote ( 6 ) Series E Preferred Stock ( 7 ) 03/30/2021 C 230,374 ( 7 ) ( 7 ) Common Stock 230,374 $ 0 0 I See Footnote ( 3 ) Series E Preferred Stock ( 7 ) 03/30/2021 C 55,824 ( 7 ) ( 7 ) Common Stock 55,824 $ 0 0 I See Footnote ( 4 ) Series E Preferred Stock ( 7 ) 03/30/2021 C 81,297 ( 7 ) ( 7 ) Common Stock 81,297 $ 0 0 I See Footnote ( 5 ) Series E Preferred Stock ( 7 ) 03/30/2021 C 7,219 ( 7 ) ( 7 ) Common Stock 7,219 $ 0 0 I See Footnote ( 6 ) Series E-1 Preferred Stock ( 7 ) 03/30/2021 C 120,344 ( 7 ) ( 7 ) Common Stock 120,344 $ 0 0 I See Footnote ( 3 ) Series E-1 Preferred Stock ( 7 ) 03/30/2021 C 29,162 ( 7 ) ( 7 ) Common Stock 29,162 $ 0 0 I See Footnote ( 4 ) Series E-1 Preferred Stock ( 7 ) 03/30/2021 C 42,469 ( 7 ) ( 7 ) Common Stock 42,469 $ 0 0 I See Footnote ( 5 ) Series E-1 Preferred Stock ( 7 ) 03/30/2021 C 3,771 ( 7 ) ( 7 ) Common Stock 3,771 $ 0 0 I See Footnote ( 6 ) Series F Preferred Stock ( 7 ) 03/30/2021 C 28,132 ( 7 ) ( 7 ) Common Stock 28,132 $ 0 0 I See Footnote ( 3 ) Series F Preferred Stock ( 7 ) 03/30/2021 C 6,817 ( 7 ) ( 7 ) Common Stock 6,817 $ 0 0 I See Footnote ( 4 ) Series F Preferred Stock ( 7 ) 03/30/2021 C 9,928 ( 7 ) ( 7 ) Common Stock 9,928 $ 0 0 I See Footnote ( 5 ) Series F Preferred Stock ( 7 ) 03/30/2021 C 882 ( 7 ) ( 7 ) Common Stock 882 $ 0 0 I See Footnote ( 6 )

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 VII LP ONE BROADWAY 16TH FLOOR CAMBRIDGE, MA02142 X HIGHLAND CAPITAL PARTNERS VII-B L P ONE BROADWAY 16TH FLOOR CAMBRIDGE, MA02142 X Highland Capital Partners VII-C LP ONE BROADWAY 16TH FLOOR CAMBRIDGE, MA02142 X Highland Entrepreneurs Fund VII Limited Partnership ONE BROADWAY 16TH FLOOR CAMBRIDGE, MA02142 X Highland Management Partners VII Limited Partnership ONE BROADWAY 16TH FLOOR CAMBRIDGE, MA02142 X Highland Management Partners VII, LLC ONE BROADWAY 16TH FLOOR CAMBRIDGE, MA02142 X Signatures By: /s/ Jessica Healey, Authorized Officer of Highland Management Partners VIII Limited 04/01/2021 Signature of Reporting Person Date By: /s/ Jessica Healey, Authorized Manager of Highland Management Partners VII, LLC 04/01/2021 Signature of Reporting Person Date By: /s/ Jessica Healey, Authorized Manager of Highland Management Partners VII, LLC, the general partner of Highland Management Partners VII Limited Partnership 04/01/2021 Signature of Reporting Person Date By: /s/ Jessica Healey, Authorized Manager of Highland Management Partners VII, LLC, the general partner of Highland Management Partners VII Limited Partnership, the general partner of Highland Capital Partners VII Limited Partnership 04/01/2021 Signature of Reporting Person Date By: /s/ Jessica Healey, Authorized Manager of Highland Ma nagement Partners VII, LLC, the general partner of Highland Management Partners VII Limited Partnership, the general partner of Highland Capital Partners VII-B Limited Partnership 04/01/2021 Signature of Reporting Person Date By: /s/ Jessica Healey, Authorized Manager of Highland Management Partners VII, LLC, the general partner of Highland Management Partners VII Limited Partnership, the general partner of Highland Capital Partners VII-C Limited Partnership 04/01/2021 Signature of Reporting Person Date By: /s/ Jessica Healey, Authorized Manager of Highland Management Partners VII, LLC, the general partner of Highland Management Partners VII Limited Partnership, the general partner of Highland Entrepreneurs' Fund VII Limited Partnership 04/01/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Immediately prior to the closing 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 was reclassified into one share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7. ( 2 )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. ( 3 )These shares are held of record by Highland Capital Partners VII Limited Partnership ("Highland Capital VII"). Highland Management Partners VII, LLC ("HMP VII LLC") is the general partner of Highland Management Partners VII Limited Partnership ("HMP VII LP") which is the general partner of Highland Capital VII. Robert J. Davis, Paul A. Maeder, Corey M. Mulloy and Daniel J. Nova, a member of the Issuer's board of directors (collectively, the "Managing Members"), are the managing members of HMP VII LLC. Each of HMP VII LP, HMP VII LLC and the Managing Members may be deemed to share voting, investment and dispositive power over the shares held by Highland Capital VII and as a result may be deemed to have beneficial ownership over such shares. Each of HMP VII LLC, HMP VII LP and the Managing Members disclaims beneficial ownership over the shares held by Highland Capital VII to the extent of their respective pecuniary interests therein, if any. ( 4 )These shares are held of record by Highland Capital Partners VII-B Limited Partnership ("Highland Capital VII-B"). HMP VII LLC is the general partner of HMP VII LP which is the general partner of Highland Capital VII-B. The Managing Members are the managing members of HMP VII LLC. Each of HMP VII LP, HMP VII LLC and the Managing Members may be deemed to share voting, investment and dispositive power over the shares held by Highland Capital VII-B and as a result may be deemed to have beneficial ownership over such shares. Each of HMP VII LLC, HMP VII LP and the Managing Members disclaims beneficial ownership over the shares held by Highland Capital VII-B to the extent of their respective pecuniary interests therein, if any. ( 5 )These shares are held of record by Highland Capital Partners VII-C Limited Partnership ("Highland Capital VII-C"). HMP VII LLC is the general partner of HMP VII LP which is the general partner of Highland Capital VII-C. The Managing Members are the managing members of HMP VII LLC. Each of HMP VII LP, HMP VII LLC and the Managing Members may be deemed to share voting, investment and dispositive power over the shares held by Highland Capital VII-C and as a result may be deemed to have beneficial ownership over such shares. Each of HMP VII LLC, HMP VII LP and the Managing Members disclaims beneficial ownership over the shares held by Highland Capital VII-C to the extent of their respective pecuniary interests therein, if any. ( 6 )These shares are held of record by Highland Entrepreneurs' Fund VII Limited Partnership ("Highland Entrepreneurs' Fund"). HMP VII LLC is the general partner of HMP VII LP which is the general partner of Highland Entrepreneurs' Fund. The Managing Members are the managing members of HMP VII LLC. Each of HMP VII LP, HMP VII LLC and the Managing Members may be deemed to share voting, investment and dispositive power over the shares held by Highland Entrepreneurs' Fund and as a result may be deemed to have beneficial ownership over such shares. Each of HMP VII LLC, HMP VII LP and the Managing Members disclaims beneficial ownership over the shares held by Highland Entrepreneurs' Fund to the extent of their respective pecuniary interests therein, if any. ( 7 )Immediately prior to the closing of the Issuer's initial public offering, 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") automatically converted into one share of the Issuer's Common Stock, par value $0.0001 per share, on a one-for-one basis. The Preferred Stock had 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 and on the number of rows in Table II, this is Form 1 of 2, being filed collectively by each of the undersigned Reporting Persons and Highland Management Partners VIII Limited Partnership, Highland Capital Partners VIII-B Limited Partnership, and Highland Management Partners VIII-C Limited. Partnership.

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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