Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
| UNITED STATES | ||
| SECURITIES AND EXCHANGE COMMISSION | ||
| Washington, D.C. 20549 |
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
ThredUp, Inc.
(Name of Issuer)
Class A common stock, par value $0.0001 per share
(Title of Class of Securities)
88556E102
(CUSIP Number)
December 31, 2022
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ¨ | Rule 13d-1(b) |
| ¨ | Rule 13d-1(c) |
| x | Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 88556E102 | |||||
| 1. | Names
of Reporting Persons Trinity TVL X, LLC | ||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | ¨ | ||||
| (b) | x (1) | ||||
| 3. | SEC Use Only | ||||
| 4. | Citizenship
or Place of Organization Delaware | ||||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole
Voting Power 0 | |||
| 6. | Shared
Voting Power 9,171,766 shares (2) | ||||
| 7. | Sole
Dispositive Power 0 | ||||
| 8. | Shared
Dispositive Power 9,171,766 shares (2) | ||||
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 9,171,766 shares (2) | ||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | ||||
| 11. | Percent
of Class Represented by Amount in Row (9) 9.1% of Common Stock (11.6% of Class A Common Stock) (3)(4) | ||||
| 12. | Type
of Reporting Person (See Instructions) OO | ||||
| (1) | This Statement on Schedule 13G is filed by Trinity TVL X, LLC (“Trinity TVL X”), Trinity Ventures X, L.P. (“Trinity X”), Trinity X Entrepreneurs’ Fund, L.P. (“TEF X”), Trinity X Side-By-Side Fund, L.P. (“Trinity SBS X”), TVL Management Corp. (“TVL Management”), Ajay Chopra (“Chopraȁ D;), Noel J. Fenton (“Fenton”), and Patricia E. Nakache (“Nakache,” and collectively with Trinity TVL X, Trinity X, TEF X, Trinity SBS X, TVL Management, Chopra and Fenton, referred to herein as, the “Reporting Persons”). Trinity TVL X serves as the sole General Partner of Trinity X, TEF X and Trinity SBS X. As such, Trinity TVL X possesses power to direct the voting and disposition of the shares owned by Trinity X, TEF X and Trinity SBS X and may be deemed to have indirect beneficial ownership of the shares held by Trinity X, TEF X and Trinity SBS X. TVL Management, Chopra, Fenton, and Nakache are Management Members of Trinity TVL X. As such, TVL Management, Chopra, Fenton, and Nakache share power to direct the voting and disposition of the shares owned by Trinity X, TEF X and Trinity SBS X and may be deemed to have indirect beneficial ownership of the shares held by Trinity X, TEF X and Trinity SBS X. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | The 9,171,766 shares of Class A Common Stock beneficially owned by the Reporting Person represents (i) 9,032,424 shares of Class A Common Stock issuable upon conversion of Class B Common Stock held directly by Trinity X, (ii) 89,424 shares of Class A Common Stock issuable upon conversion of Class B Common Stock held directly by TEF X and (iii) 49,918 shares of Class A Common Stock issuable upon conversion of Class B Common Stock held directly by Trinity SBS X. |
| (3) | The Common Stock beneficial ownership percentage is based on a total of 100,805,406 shares of Common Stock (69,960,710 shares of Class A Common Stock and 30,844,696 shares of Class B Common Stock) outstanding as of November 7, 2022, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed with the SEC on November 14, 2022. |
| (4) | The Class A Common Stock beneficial ownership percentage is based on 69,960,710 shares of the Issuer’s Class A Common Stock outstanding as of November 7, 2022, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed with the SEC on November 14, 2022, plus the number of shares of the Issuer’s Class B Common Stock beneficially owned by the Reporting Person, which are treated as converted into Class A Common Stock only for the purpose of computing the Class A Common Stock beneficial ownership percentage of the Reporting Person. |
2
| CUSIP No. 88556E102 | |||||
| 1. | Names
of Reporting Persons Trinity Ventures X, L.P. | ||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | ¨ | ||||
| (b) | x (1) | ||||
| 3. | SEC Use Only | ||||
| 4. | Citizenship
or Place of Organization Delaware | ||||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole
Voting Power 0 | |||
| 6. | Shared
Voting Power 9,032,424 shares (2) | ||||
| 7. | Sole
Dispositive Power 0 | ||||
| 8. | Shared
Dispositive Power 9,032,424 shares (2) | ||||
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 9,032,424 shares (2) | ||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | ||||
| 11. | Percent
of Class Represented by Amount in Row (9) 9.0% of Common Stock (11.4% of Class A Common Stock) (3)(4) | ||||
| 12. | Type
of Reporting Person (See Instructions) PN | ||||
| (1) | This Statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Consists of 9,032,424 shares of Class A Common Stock issuable upon conversion of Class B Common Stock held directly by Trinity X. |
| (3) | The Common Stock beneficial ownership percentage is based on a total of 100,805,406 shares of Common Stock (69,960,710 shares of Class A Common Stock and 30,844,696 shares of Class B Common Stock) outstanding as of November 7, 2022, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed with the SEC on November 14, 2022. |
| (4) | The Class A Common Stock beneficial ownership percentage is based on 69,960,710 shares of the Issuer’s Class A Common Stock outstanding as of November 7, 2022, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed with the SEC on November 14, 2022, plus the number of shares of the Issuer’s Class B Common Stock beneficially owned by the Reporting Person, which are treated as converted into Class A Common Stock only for the purpose of computing the Class A Common Stock beneficial owners hip percentage of the Reporting Person. |
3
| CUSIP No. 88556E102 | |||||
| 1. | Names
of Reporting Persons Trinity X Entrepreneurs’ Fund, L.P. | ||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | ¨ | ||||
| (b) | x (1) | ||||
| 3. | SEC Use Only | ||||
| 4. | Citizenship
or Place of Organization Delaware | ||||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole
Voting Power 0 | |||
| 6. | Shared
Voting Power 89,424 shares (2) | ||||
| 7. | Sole
Dispositive Power 0 | ||||
| 8. | Shared
Dispositive Power 89,424 shares (2) | ||||
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 89,424 shares (2) | ||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | ||||
| 11. | Percent of Class Represented by Amount in Row (9) 0.1% of Common Stock (0.1% of Class A Common Stock) (3)(4) | ||||
| 12. | Type
of Reporting Person (See Instructions) PN | ||||
| (1) | This Statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Consists of 89,424 shares of Class A Common Stock issuable upon conversion of Class B Common Stock held directly by TEF X. |
| (3) | The Common Stock beneficial ownership percentage is based on a total of 100,805,406 shares of Common Stock (69,960,710 shares of Class A Common Stock and 30,844,696 shares of Class B Common Stock) outstanding as of November 7, 2022, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed with the SEC on November 14, 2022. |
| (4) | The Class A Common Stock beneficial ownership percentage is based on 69,960,710 shares of the Issuer’s Class A Common Stock outstanding as of November 7, 2022, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed with the SEC on November 14, 2022, plus the number of shares of the Issuer’s Class B Common Stock beneficially owned by the Reporting Person, which are treated as converted into Class A Common Stock only for the purpose of computing the Class A Common Stock beneficial ownership percentage of the Reporting Person. |
4
| CUSIP No. 88556E102 | |||||
| 1. | Names
of Reporting Persons Trinity X Side-By-Side Fund, L.P. | ||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | ¨ | ||||
| (b) | x (1) | ||||
| 3. | SEC Use Only | ||||
| 4. | Citizenship
or Place of Organization Delaware | ||||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole
Voting Power 0 | |||
| 6. | Shared
Voting Power 49,918 shares (2) | ||||
| 7. | Sole
Dispositive Power 0 | ||||
| 8. | Shared
Dispositive Power 49,918 shares (2) | ||||
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 49,918 shares (2) | ||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | ||||
| 11. | Percent
of Class Represented by Amount in Row (9) 0.1% of Common Stock (0.1% of Class A Common Stock) (3)(4) | ||||
| 12. | Type
of Reporting Person (See Instructions) PN | ||||
| (1) | This Statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Consists of 49,918 shares of Class A Common Stock issuable upon conversion of Class B Common Stock held directly by Trinity SBS X. |
| (3) | The Common Stock beneficial ownership percentage is based on a total of 100,805,406 shares of Common Stock (69,960,710 shares of Class A Common Stock and 30,844,696 shares of Class B Common Stock) outstanding as of November 7, 2022, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed with the SEC on November 14, 2022. |
| (4) | The Class A Common Stock beneficial ownership percentage is based on 69,960,710 shares of the Issuer’s Class A Common Stock outstanding as of November 7, 2022, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed with the SEC on November 14, 2022, plus the number of shares of the Issuer’s Class B Common Stock beneficially owned by the Reporting Person, which are treated as converted into Class A Common Stock only for the purpose of computing the Class A Common Stock beneficial ownership percentage of the Reporting Person. |
5
| CUSIP No. 88556E102 | |||||
| 1. | Names
of Reporting Persons TVL Management Corp. | ||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | ¨ | ||||
| (b) | x (1) | ||||
| 3. | SEC Use Only | ||||
| 4. | Citizenship
or Place of Organization Delaware | ||||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
| |||
| 6. | Shared
Voting Power 9,171,813 shares (2) | ||||
| 7. | Sole
Dispositive Power | ||||
| 8. | Shared
Dispositive Power 9,171,813 shares (2) | ||||
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 9,171,813 shares (2) | ||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | ||||
| 11. | Percent
of Class Represented by Amount in Row (9) 9.1% of Common Stock (11.6% of Class A Common Stock) (3)(4) | ||||
| 12. | Type
of Reporting Person (See Instructions) CO | ||||
| (1) | This Statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Includes (i) 47 shares of Class A Common Stock held directly by TVL Management, (ii) 9,032,424 shares of Class A Common Stock issuable upon conversion of Class B Common Stock held directly by Trinity X, (iii) 89,424 shares of Class A Common Stock issuable upon c onversion of Class B Common Stock held directly by TEF X and (iv) 49,918 shares of Class A Common Stock issuable upon conversion of Class B Common Stock held directly by Trinity SBS X. |
| (3) | The Common Stock beneficial ownership percentage is based on a total of 100,805,406 shares of Common Stock (69,960,710 shares of Class A Common Stock and 30,844,696 shares of Class B Common Stock) outstanding as of November 7, 2022, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed with the SEC on November 14, 2022. |
| (4) | The Class A Common Stock beneficial ownership percentage is based on 69,960,710 shares of the Issuer’s Class A Common Stock outstanding as of November 7, 2022, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed with the SEC on November 14, 2022, plus the number of shares of the Issuer’s Class B Common Stock beneficially owned by the Reporting Person, which are treated as converted into Class A Common Stock only for the purpose of computing the Class A Common Stock beneficial ownership percentage of the Reporting Person. |
6
| CUSIP No. 88556E102 | |||||
| 1. | Names
of Reporting Persons Ajay Chopra | ||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | ¨ | ||||
| (b) | x (1) | ||||
| 3. | SEC Use Only | ||||
| 4. | Citizenship
or Place of Organization United States of America | ||||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole
Voting Power 957 | |||
| 6. | Shared
Voting Power 9,171,813 shares (2) | ||||
| 7. | Sole
Dispositive Power 957 | ||||
| 8. | Shared
Dispositive Power 9,171,813 shares (2) | ||||
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 9,172,770 shares (2) | ||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | ||||
| 11. | Percent
of Class Represented by Amount in Row (9) 9.1% of Common Stock (11.6% of Class A Common Stock) (3)(4) | ||||
| 12. | Type
of Reporting Person (See Instructions) IN | ||||
| (1) | This Statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Includes (i) 47 shares of Class A Common Stock held directly by TVL Management, (ii) 9,032,424 shares of Class A Common Stock issuable upon conversion of Class B Common Stock held directly by Trinity X, (iii) 89,424 shares of Class A Common Stock issuable upon conversion of Class B Common Stock held directly by TEF X and (iv) 49,918 shares of Class A Common Stock issuable upon conversion of Class B Common Stock held directly by Trinity SBS X. |
| (3) | The Common Stock beneficial ownership percentage is based on a total of 100,805,406 shares of Common Stock (69,960,710 shares of Class A Common Stock and 30,844,696 shares of Class B Common Stock) outstanding as of November 7, 2022, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed with the SEC on November 14, 2022. |
| (4) | The Class A Common Stock beneficial ownership percentage is based on 69,960,710 shares of the Issuer’s Class A Common Stock outstanding as of November 7, 2022, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed with the SEC on November 14, 2022, plus the number of shares of the Issuer’s Class B Common Stock beneficially owned by the Reporting Person, which are treated as converted into Class A Common Stock only for the purpose of computing the Class A Common Stock beneficial ownership percentage of the Reporting Person. |
7
| CUSIP No. 88556E102 | |||||
| 1. | Names
of Reporting Persons Noel J. Fenton | ||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | ¨ | ||||
| (b) | x (1) | ||||
| 3. | SEC Use Only | ||||
| 4. | Citizenship
or Place of Organization United States of America | ||||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole
Voting Power 1,031 | |||
| 6. | Shared
Voting Power 9,171,813 shares (2) | ||||
| 7. | Sole
Dispositive Power 1,031 | ||||
| 8. | Shared
Dispositive Power 9,171,813 shares (2) | ||||
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 9,172,844 shares (2) | ||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | ||||
| 11. | Percent
of Class Represented by Amount in Row (9) 9.1% of Common Stock (11.6% of Class A Common Stock) (3)(4) | ||||
| 12. | Type
of Reporting Person (See Instructions) IN | ||||
| (1) | This Statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. | |
| (2) | Includes (i) 47 shares of Class A Common Stock held directly by TVL Management, (ii) 9,032,424 shares of Class A Common Stock issuable upon conversion of Class B Common Stock held directly by Trinity X, (iii) 89,424 shares of Class A Common Stock issuable upon conversion of Class B Common Stock held directly by TEF X and (iv) 49,918 shares of Class A Common Stock issuable upon conversion of Class B Common Stock held directly by Trinity SBS X. | |
| (3) | The Common Stock beneficial ownership percentage is based on a total of 100,805,406 shares of Common Stock (69,960,710 shares of Class A Common Stock and 30,844,696 shares of Class B Common Stock) outstanding as of November 7, 2022, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed with the SEC on November 14, 2022. | |
| (4) | The Class A Common Stock beneficial ownership percentage is based on 69,960,710 shares of the Issuer’s Class A Common Stock outstanding as of November 7, 2022, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed with the SEC on November 14, 2022, plus the number of shares of the Issuer’s Class B Common Stock beneficially owned by the Reporting Person, which are treated as converted into Class A Common Stock only for the purpose of computing the Class A Common Stock beneficial ownership percentage of the Reporting Person. |
8
| CUSIP No. 88556E102 | |||||
| 1. | Names
of Reporting Persons Patricia E. Nakache | ||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | ¨ | ||||
| (b) | x (1) | ||||
| 3. | SEC Use Only | ||||
| 4. | Citizenship
or Place of Organization United States of America | ||||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole
Voting Power 39,104 | |||
| 6. | Shared
Voting Power 9,171,813 shares (2) | ||||
| 7. | Sole
Dispositive Power 39,104 | ||||
| 8. | Shared
Dispositive Power 9,171,813 shares (2) | ||||
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 9,210,917 shares (2) | ||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | ||||
| 11. | Percent
of Class Represented by Amount in Row (9) 9.1% of Common Stock (11.6% of Class A Common Stock) (3)(4) | ||||
| 12. | Type
of Reporting Person (See Instructions) IN | ||||
| (1) | This Statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Includes (i) 47 shares of Class A Common Stock held directly by TVL Management, (ii) 9,032,424 shares of Class A Common Stock issuable upon conversion of Class B Common Stock held directly by Trinity X, (iii) 89,424 shares of Class A Common Stock issuable upon conversion of Class B Common Stock held directly by TEF X and (iv) 49,918 shares of Class A Common Stock issuable upon conversion of Class B Common Stock held directly by Trinity SBS X. |
| (3) | The Common Stock beneficial ownership percentage is based on a total of 100,805,406 shares of Common Stock (69,960,710 shares of Class A Common Stock and 30,844,696 shares of Class B Common Stock) outstanding as of November 7, 2022, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed with the SEC on November 14, 2022. |
| (4) | The Class A Common Stock beneficial ownership percentage is based on 69,960,710 shares of the Issuer’s Class A Common Stock outstanding as of November 7, 2022, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed with the SEC on November 14, 2022, plus the number of shares of the Issuer’s Class B Common Stock beneficially owned by the Reporting Person, which are treated as converted into Class A Common Stock only for the purpose of computing the Class A Common Stock beneficial ownership percentage of the Reporting Person. |
9
| Item 1. | ||
| (a) | Name of Issuer
ThredUp, Inc. | |
| (b) | Address of Issuer’s Principal Executive Offices
969 Broadway, Suite 200 Oakland, CA 94607 | |
| Item 2. | ||
| (a) | Name of Person Filing
1. Trinity TVL X, LLC (“Trinity TVL X”) 2. Trinity Ventures X, L.P. (“Trinity X”) 3. Trinity X Entrepreneurs’ Fund, L.P. (“TEF X”) 4. Trinity X Side-By-Side Fund, L.P. (“Trinity SBS X”) 5. TVL Management Corp. (“TVL Management”) 6. Ajay Chopra (“Chopra”) 7. Noel J. Fenton (“Fenton”) 8. Patricia E. Nakache (“Nakache”) | |
| (b) | Address of Principal Business Office or, if none, Residence
c/o Trinity Ventures 325 Sharon Park Dr., #458 Menlo Park, CA 94025 | |
| (c) | Citizenship | ||
| Trinity TVL X | Delaware | ||
| Trinity X | Delaware | ||
| TEF X | Delaware | ||
| Trinity SBS X | Delaware | ||
| TVL Management | Delaware | ||
| Chopra | United States of America | ||
| Fenton | United States of America | ||
| Nakache | United States of America |
| (d) | Title of Class of Securities
Common Stock | |
| (e) | CUSIP Number
88556E102 | |
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| Not applicable | ||
10
| Item 4. | Ownership |
| Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. |
| Reporting Persons | Shares Held Directly | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Beneficial Ownership | %
of Total Common (1) | %
of Class A Common (2) | ||||||||||||||||
| Trinity X | 9,032,424 | 0 | 9,032,424 | 0 | 9,032,424 | 9,032,424 | 9.0 | % | 11.4 | % | ||||||||||||||
| TEF X | 89,424 | 0 | 89,424 | 0 | 89,424 | 89,424 | 0.1 | % | 0.1 | % | ||||||||||||||
| Trinity SBS X | 49,918 | 0 | 49,918 | 0 | 49,918 | 49,918 | 0.1 | % | 0.1 | % | ||||||||||||||
| Trinity TVL X | 0 | 0 | 9,171,766 | 0 | 9,171,766 | 9,171,766 | 9.1 | % | 11.6 | % | ||||||||||||||
| TVL Management | 47 | 0 | 9,171,813 | 0 | 9,171,813 | 9,171,813 | 9.1 | % | 11.6 | % | ||||||||||||||
| Chopra | 957 | 957 | 9,171,813 | 957 | 9,171,813 | 9,172,770 | 9.1 | % | 11.6 | % | ||||||||||||||
| Fenton | 844 | 844 | 9,171,813 | 844 | 9,171,813 | 9,172,844 | 9.1 | % | 11.6 | % | ||||||||||||||
| Nakache | 39,104 | 39,104 | 9,171,813 | 39,104 | 9,171,813 | 9,210,917 | 9.1 | % | 11.6 | % |
| (1) | The Common Stock beneficial ownership percentage is based on a total of 100,805,406 shares of Common Stock (69,960,710 shares of Class A Common Stock and 30,844,696 shares of Class B Common Stock) outstanding as of November 7, 2022, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed with the SEC on November 14, 2022. |
| (2) | The Class A Common Stock beneficial ownership percentage is based on 69,960,710 shares of the Issuer’s Class A Common Stock outstanding as of November 7, 2022, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed with the SEC on November 14, 2022, plus the number of shares of the Issuer’s Class B Common Stock beneficially owned by the Reporting Person, which are treated as converted into Class A Common Stock only for the purpose of computing the Class A Common Stock beneficial ownership percentage of the Reporting Person. |
| Item 5. | Ownership of Five Percent or Less of a Class |
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐. | |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
| Not applicable | |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
| Not applicable | |
| Item 8. | Identification and Classification of Members of the Group |
| Not applicable | |
| Item 9. | Notice of Dissolution of Group |
| Not applicable | |
| Item 10. | Certification |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect. | |
11
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Dated: February 14, 2023 | ||
| Trinity Ventures X, L.P. | ||
| By: | Trinity TVL X, LLC | |
| its | General Partner | |
| By: | /s/ Lyle McCulloch | |
| Name: Lyle McCulloch | ||
| Title: VP - Finance | ||
| Trinity X Entrepreneurs’ Fund, L.P. | ||
| By: | Trinity TVL X, LLC | |
| its | General Partner | |
| By: | /s/ Lyle McCulloch | |
| Name: Lyle McCulloch | ||
| Title: VP - Finance | ||
| Trinity X Side-By-Side Fund, L.P. | ||
| By: | Trinity TVL X, LLC | |
| its | General Partner | |
| By: | /s/ Lyle McCulloch | |
| Name: Lyle McCulloch | ||
| Title: VP - Finance | ||
| Trinity TVL X, LLC | ||
| By: | /s/ Lyle McCulloch | |
| Name: Lyle McCulloch | ||
| Title: VP - Finance | ||
| TVL Management Corp. | ||
| By: | /s/ Lyle McCulloch | |
| Name: Lyle McCulloch | ||
| Title: VP - Finance | ||
| /s/ Ajay Chopra | ||
| Ajay Chopra | ||
| /s/ Noel J. Fenton | ||
| Noel J. Fenton | ||
| /s/ Patricia E. Nakache | ||
| Patricia E. Nakache | ||
| ATTENTION | ||
| Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). | ||
12
Exhibit(s):
A - Joint Filing Statement
13
EXHIBIT A
JOINT FILING STATEMENT
We, the undersigned, hereby express our agreement that the attached Schedule 13G (or any amendments thereto) relating to the Common Stock of ThredUp, Inc. is filed on behalf of each of us.
Dated: February 14, 2023
| Trinity Ventures X, L.P. | ||
| By: | Trinity TVL X, LLC | |
| its | General Partner | |
| By: | /s/ Lyle McCulloch | |
| Name: Lyle McCulloch | ||
| Title: VP - Finance | ||
| Trinity X Entrepreneurs’ Fund, L.P. | ||
| By: | Trinity TVL X, LLC | |
| its | General Partner | |
| By: | /s/ Lyle McCulloch | |
| Name: Lyle McCulloch | ||
| Title: VP - Finance | ||
| Trinity X Side-By-Side Fund, L.P. | ||
| By: | Trinity TVL X, LLC | |
| its | General Partner | |
| By: | /s/ Lyle McCulloch | |
| Name: Lyle McCulloch | ||
| Title: VP - Finance | ||
| Trinity TVL X, LLC | ||
| By: | /s/ Lyle McCulloch | |
| Name: Lyle McCulloch | ||
| Title: VP - Finance | ||
| TVL Management Corp. | ||
| By: | /s/ Lyle McCulloch | |
| Name: Lyle McCulloch | ||
| Title: VP - Finance | ||
| /s/ Ajay Chopra | ||
| Ajay Chopra | ||
| /s/ Noel J. Fenton | ||
| Noel J. Fenton | ||
| /s/ Patricia E. Nakache | ||
| Patricia E. Nakache | ||
14