ThredUp Inc.
12/11/2024 | Press release | Distributed by Public on 12/11/2024 19:43
Statement of Changes in Beneficial Ownership (Form 4)
Ownership Submission
(Print or Type Responses)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
(e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
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 (Month/Day/Year) |
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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class B Common Stock | (2) | 12/09/2024 | C(1) | 22,063 | (6) | (6) | Class A Common Stock | 22,063 | $ 0 (6) | 6,674,622 | I | By Trinity Ventures X, L.P.(3) | |||
| Class B Common Stock | (2) | 12/09/2024 | C(1) | 975 | (6) | (6) | Class A Common Stock | 975 | $ 0 (6) | 65,327 | I | By Trinity X Entrepreneurs' Fund, L.P.(3) | |||
| Class B Common Stock | (2) | 12/09/2024 | C(1) | 546 | (6) | (6) | Class A Common Stock | 546 | $ 0 (6) | 36,461 | I | By Trinity X Side-By-Side Fund, L.P.(3) |
Reporting Owners
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Nakache Patricia C/O TRINITY VENTURES 325 SHARON PARK DR., #458 MENLO PARK, CA 94025 |
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Signatures
| /s/ Patricia E. Nakache | 12/11/2024 |
| **Signature of Reporting Person | Date |
Explanation of Responses:
| * | 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). |
| (1) | This transaction was made pursuant to a Rule 10b5-1 trading plan adopted on March 15, 2024. The Reporting Person did not participate in the consideration or the adoption of the Rule 10b5-1 Plan. |
| (2) | Each share of Class B Common Stock was converted into one share of Class A Common Stock for no additional consideration. |
| (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. (collectively, the "Trinity Funds"), and shares voting and dispositive power with the other Management Members over the shares held by each of the Trinity Funds. The Reporting Person disclaims beneficial ownership of the shares reported herein except to the extent of her pecuniary interest therein. |
| (4) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.77 to $1.79 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| (5) | The Reporting Person is an executive officer and director of TVL Management Corp. and shares voting and dispositive power over the shares held by TVL Management Corp. The Reporting Person disclaims beneficial ownership of the shares reported herein except to the extent of her pecuniary interest therein. |
| (6) | 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. |