Ownership Submission
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FORM 4
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Check this box if no longer subject to Section 16, Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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OMB APPROVAL
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OMB Number:3235-0287Expires:January 31, 2005Estimated average burden hours per response...0.5
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1. Name and Address of Reporting Person *
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Nakache Patricia
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2. Issuer Name and Ticker or Trading Symbol
ThredUp Inc. [TDUP]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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__X__ Director
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_____ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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(Last)
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(First)
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(Middle)
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C/O TRINITY VENTURES , 325 SHARON PARK DR., #458
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3. Date of Earliest Transaction (Month/Day/Year)
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(Street)
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MENLO PARK
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CA
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94025
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4. If Amendment, Date Original Filed(Month/Day/Year)
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6. Individual or Join/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code
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4. Securities Acquired (A) or Disposed of (D)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
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6. Ownership Form: Direct (D) or Indirect (I)
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7. Nature of Indirect Beneficial Ownership
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
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8. Price of Derivative Security
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
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11. Nature of Indirect Beneficial Ownership
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expriation Date
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Title
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Amount or Number of Shares
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Nakache Patricia
C/O TRINITY VENTURES
325 SHARON PARK DR., #458
MENLO PARK, CA94025
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X
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X
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Signatures
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/s/ Patricia E. Nakache
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2013-12-02
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**Signature of Reporting Person
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Date
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Explanation of Responses:
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(*)
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If the form is filed by more than one reporting person, see Instruction 5(b)(v).
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(**)
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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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(1)
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Each share of Class B Common Stock was converted into one share of Class A Common Stock for no additional consideration.
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(2)
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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. (collectively, the "Trinity Entities"), and shares voting and dispositive power with the other Management Members over the shares held by each of the Trinity Entities. The Reporting Person disclaims beneficial ownership of the shares reported herein except to the extent of her pecuniary interest therein.
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(3)
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Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by Trinity Ventures X, L.P. to its general partner and limited partners without additional consideration.
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(4)
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Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by Trinity X Entrepreneurs' Fund, L.P. to its limited partners without additional consideration.
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(5)
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Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by Trinity X Side-By-Side Fund, L.P. to its limited partners without additional consideration.
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(6)
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Represents receipt of shares in the distribution in kind described in footnote (3).
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(7)
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Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by Trinity TVL X, LLC to its members without consideration.
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(8)
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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.
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