Sec Form 4 Filing - MATTHEWS NORMAN S @ 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 MATTHEWS NORMAN S 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 ) 123,176 D 0 D Common Stock 03/30/2021 J( 1 ) 47,783 D 0 I By Family Trust Under the Norman S. Matthews 2017 Annuity Trust No. 1

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 ( 3 ) 03/30/2021 C 131,890 ( 3 ) ( 3 ) Common Stock 131,890 $ 0 0 D Series E Preferred Stock ( 3 ) 03/30/2021 C 95,874 ( 3 ) ( 3 ) Common Stock 95,874 $ 0 0 D Series E-1 Preferred Stock ( 3 ) 03/30/2021 C 31,958 ( 3 ) ( 3 ) Common Stock 31,958 $ 0 0 D Class B Common Stock ( 2 ) 03/30/2021 J( 1 ) 382,898 ( 2 ) ( 2 ) Class A Common Stock 382,898 $ 0 382,898 D Class B Common Stock ( 2 ) 03/30/2021 J( 1 ) 47,783 ( 2 ) ( 2 ) Class A Common Stock 47,783 $ 0 47,783 I By Family Trust Under the Norman S. Matthews 2017 Annuity Trust No. 1 Stock Option (Right to Buy) $ 0.86 03/30/2021 J( 1 ) 262,083 ( 4 ) 12/02/2024 Common Stock 262,083 $ 0 0 D Stock Option (Right to Buy) $ 0.86 03/30/2021 J( 1 ) 262,083 ( 4 ) 12/02/2028 Class B Common Stock ( 2 ) 262,083 $ 0 262,083 D Stock Option (Right to Buy) $ 2.05 03/30/2021 J( 1 ) 131,042 ( 5 ) 09/16/2028 Common Stock 131,042 $ 0 0 D Stock Option (Right to Buy) $ 2.05 03/30/2021 J( 1 ) 131,042 ( 5 ) 09/16/2028 Class B Common Stock ( 2 ) 131,042 $ 0 131,042 D Stock Option (Right to Buy) $ 2.05 03/30/2021 J( 1 ) 30,000 08/26/2021 08/25/2030 Common Stock 30,000 $ 0 0 D Stock Option (Right to Buy) $ 2.05 03/30/2021 J( 1 ) 30,000 08/26/2021 08/25/2030 Class B Common Stock ( 2 ) 30,000 $ 0 30,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MATTHEWS NORMAN S 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 )Immediately prior to the closing of the Issuer's initial public offering, each share of Series D Preferred Stock, Series E Preferred Stock and Series E-1 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. ( 4 )The stock option vested in 48 equal monthly installments after August 1, 2014. ( 5 )The stock option vested in 24 equal monthly installments after August 2, 2018.

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).

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