Sec Form 4 Filing - Nakache Patricia @ 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 Nakache Patricia 2. Issuer Name and Ticker or Trading Symbol ThredUp Inc. [ TDUP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 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 ) 92,670 D 0 I By Trinity Ventures X, L.P. ( 3 ) Common Stock 03/30/2021 J( 1 ) 1,167 D 0 I By Trinity X Entrepreneurs' Fund, L.P. ( 3 ) Common Stock 03/30/2021 J( 1 ) 576 D 0 I By Trinity X Side-By-Side Fund, L.P. ( 3 )

$ 0 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 ( 4 ) 03/30/2021 C 68,108 ( 4 ) ( 4 ) Common Stock 68,108 $ 0 0 I By Trinity Ventures X, L.P. ( 3 ) Series A Preferred Stock ( 4 ) 03/30/2021 C 635 ( 4 ) ( 4 ) Common Stock 635 $ 0 0 I By Trinity X Entrepreneurs' Fund, L.P. ( 3 ) Series A Preferred Stock ( 4 ) 03/30/2021 C 343 ( 4 ) ( 4 ) Common Stock 343 $ 0 0 I By Trinity X Side-By-Side Fund, L.P. ( 3 ) Series A-1 Preferred Stock ( 4 ) 03/30/2021 C 4,435,521 ( 4 ) ( 4 ) Common Stock 4,435,521 $ 0 0 I By Trinity Ventures X, L.P. ( 3 ) Series A-1 Preferred Stock ( 4 ) 03/30/2021 C 44,136 ( 4 ) ( 4 ) Common Stock 44,136 $ 0 0 I By Trinity X Entrepreneurs' Fund, L.P. ( 3 ) Series A-1 Preferred Stock ( 4 ) 03/30/2021 C 26,545 ( 4 ) ( 4 ) Common Stock 26,545 $ 0 0 I By Trinity X Side-By-Side Fund, L.P. ( 3 ) Series B Preferred Stock ( 4 ) 03/30/2021 C 1,863,299 ( 4 ) ( 4 ) Common Stock 1,863,299 $ 0 0 I By Trinity Ventures X, L.P. ( 3 ) Series B Preferred Stock ( 4 ) 03/30/2021 C 18,158 ( 4 ) ( 4 ) Common Stock 18,158 $ 0 0 I By Trinity X Entrepreneurs' Fund, L.P. ( 3 ) Series B Preferred Stock ( 4 ) 03/30/2021 C 10,025 ( 4 ) ( 4 ) Common Stock 10,025 $ 0 0 I By Trinity X Side-By-Side Fund, L.P. ( 3 ) Series C Preferred Stock ( 4 ) 03/30/2021 C 1,807,227 ( 4 ) ( 4 ) Common Stock 1,807,227 $ 0 0 I By Trinity Ventures X, L.P. ( 3 ) Series C Preferred Stock ( 4 ) 03/30/2021 C 16,847 ( 4 ) ( 4 ) Common Stock 16,847 0 I By Trinity X Entrepreneurs' Fund, L.P. ( 3 ) Series C Preferred Stock ( 4 ) 03/30/2021 C 9,092 ( 4 ) ( 4 ) Common Stock 9,092 $ 0 0 I By Trinity X Side-By-Side Fund, L.P. ( 3 ) Series D Preferred Stock ( 4 ) 03/30/2021 C 1,662,394 ( 4 ) ( 4 ) Common Stock 1,662,394 $ 0 0 I By Trinity Ventures X, L.P. ( 3 ) Series D Preferred Stock ( 4 ) 03/30/2021 C 20,950 ( 4 ) ( 4 ) Common Stock 20,950 $ 0 0 I By Trinity X Entrepreneurs' Fund, L.P. ( 3 ) Series D Preferred Stock ( 4 ) 03/30/2021 C 10,348 ( 4 ) ( 4 ) Common Stock 10,348 $ 0 0 I By Trinity X Side-By-Side Fund, L.P. ( 3 ) Series E Preferred Stock ( 4 ) 03/30/2021 C 315,434 ( 4 ) ( 4 ) Common Stock 315,434 $ 0 0 I By Trinity Ventures X, L.P. ( 3 ) Series E Preferred Stock ( 4 ) 03/30/2021 C 2,697 ( 4 ) ( 4 ) Common Stock 2,697 $ 0 0 I By Trinity X Entrepreneurs' Fund, L.P. ( 3 ) Series E Preferred Stock ( 4 ) 03/30/2021 C 1,454 ( 4 ) ( 4 ) Common Stock 1,454 $ 0 0 I By Trinity X Side-By-Side Fund, L.P. ( 3 ) Series E-1 Preferred Stock ( 4 ) 03/30/2021 C 319,585 ( 4 ) ( 4 ) Common Stock 319,585 $ 0 0 I By Trinity Ventures X, L.P. ( 3 ) Class B Common Stock ( 2 ) 03/30/2021 J( 1 ) 10,564,238 ( 2 ) ( 2 ) Class A Common Stock 10,564,238 $ 0 10,564,238 I By Trinity Ventures X, L.P. ( 3 ) Class B Common Stock ( 2 ) 03/30/2021 J( 1 ) 104,590 ( 2 ) ( 2 ) Class A Common Stock 104,590 $ 0 104,590 I By Trinity X Entrepreneurs' Fund, L.P. ( 3 ) Class B Common Stock ( 2 ) 03/30/2021 J( 1 ) 58,383 ( 2 ) ( 2 ) Class A Common Stock 58,383 $ 0 58,383 I By Trinity X Side-By-Side Fund, L.P. ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Nakache Patricia C/O THREDUP INC. 969 BROADWAY, SUITE 200 OAKLAND, CA94607 X 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 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 )The Reporting Person is a Management Member of Trinity TVL X, LLC, the general partner of Trinity Ventures X, L.P., Trinity X Entrepreneurs' Fund, L.P. and Trinity X Side-By-Side Fund, L.P., and shares voting and dispositive power with the other Management Members over the shares held by Trinity Ventures X, L.P., Trinity X Entrepreneurs' Fund, L.P. and Trinity X Side-By-Side Fund, L.P. The Reporting Person disclaims beneficial ownership of the shares reported herein except to the extent of her pecuniary interest therein. ( 4 )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 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.

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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