Sec Form 4 Filing - BETTINELLI GREG @ 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 BETTINELLI GREG 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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O THREDUP INC., 969 BROADWAY, SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 03/30/2021 (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 Common Stock 03/30/2021 J( 1 ) 11,621 D 0 I By Upfront Growth I, L.P. ( 3 ) Common Stock 03/30/2021 J( 1 ) 17,432 D 0 I By Upfront Growth II, L.P. ( 3 ) Common Stock 03/30/2021 J( 1 ) 317,500 D 0 I By Upfront IV Ancillary, L.P. ( 3 ) Common Stock 03/30/2021 J( 1 ) 454,198 D 0 I By Upfront IV L.P. ( 3 )

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 D Preferred Stock ( 4 ) 03/30/2021 C 5,081,076 ( 4 ) ( 4 ) Common Stock 5,081,076 $ 0 0 I By Upfront IV L.P. ( 3 ) Series E Preferred Stock ( 4 ) 03/30/2021 C 1,597,929 ( 4 ) ( 4 ) Common Stock 1,597,929 $ 0 0 I By Upfront Growth I, L.P. ( 3 ) Series E-1 Preferred Stock ( 4 ) 03/30/2021 C 2,396,893 ( 4 ) ( 4 ) Common Stock 2,396,893 $ 0 0 I By Upfront Growth II, L.P. ( 3 ) Series F Preferred Stock ( 4 ) 03/30/2021 C 104,591 ( 4 ) ( 4 ) Common Stock 104,591 $ 0 0 I By Upfront Growth I, L.P. ( 3 ) Series F Preferred Stock ( 4 ) 03/30/2021 C 156,887 ( 4 ) ( 4 ) Common Stock 156,887 $ 0 0 I By Upfront Growth II, L.P. ( 3 ) Class B Common Stock ( 2 ) 03/30/2021 J( 1 ) 1,714,141 ( 2 ) ( 2 ) Class A Common Stock 1,714,141 $ 0 1,714,141 I By Upfront Growth I, L.P. ( 3 ) Class B Common Stock ( 2 ) 03/30/2021 J( 1 ) 2,571,212 ( 2 ) ( 2 ) Class A Common Stock 2,571,212 $ 0 2,571,212 I By Upfront Growth II, L.P. ( 3 ) Class B Common Stock ( 2 ) 03/30/2021 J( 1 ) 317,500 ( 2 ) ( 2 ) Class A Common Stock 317,500 $ 0 317,500 I By Upfront IV Ancillary, L.P. ( 3 ) Class B Common Stock ( 2 ) 03/30/2021 J( 1 ) 5,535,274 ( 2 ) ( 2 ) Class A Common Stock 5,535,274 $ 0 5,535,274 I By Upfront IV L.P. ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BETTINELLI GREG C/O THREDUP INC. 969 BROADWAY, SUITE 200 OAKLAND, CA94607 X Signatures /s/ Alon Rotem, Attorney-in-Fact 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 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 )Upfront Growth GP I, LLC is the general partner of Upfront Growth I, L.P. ("Upfront Growth I"). Upfront Growth GP II, LLC is the general partner of Upfront Growth II, L.P. ("Upfront Growth II"). Upfront GP IV, L.P. is the general partner of Upfront IV L.P. ("Upfront IV"). Upfront IV Ancillary GP, LLC is the general partner of Upfront IV Ancillary, L.P. ("Upfront IV Ancillary", and together with Upfront Growth I, Upfront Growth II and Upfront IV, the "Upfront Entities"). The Upfront Entities are managed by Upfront Ventures Management, which is controlled by Mark Suster and Yves Sisteron. The Reporting Person is a member or limited partner, as applicable, of the general partners of the respective Upfront Entities. The Reporting Person disclaims beneficial ownership of the shares reported herein except to the extent of his pecuniary interest therein. ( 4 )Immediately prior to the closing of the Issuer's initial public offering, each share of 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.

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