Sec Form 13G Filing - Trinity TVL X LLC filing for ThredUp Inc. (TDUP) - 2024-11-06

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.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

 

ThredUp, Inc.

(Name of Issuer)

 

Class A common stock, par value $0.0001 per share

(Title of Class of Securities)

 

88556E102

(CUSIP Number)

 

September 30, 2024

(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
 6,899,997 shares (2)
 
7. Sole Dispositive Power
 0
 
8. Shared Dispositive Power
6,899,997 shares (2)
 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
6,899,997 shares (2)
 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
 
  11. Percent of Class Represented by Amount in Row (9)
6.1% of Common Stock (7.6% 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 (“Chopra”), 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 6,899,997 shares of Class A Common Stock beneficially owned by the Reporting Person represents (i) 98,482 shares of Class A Common Stock and 6,696,685 shares of Class A Common Stock issuable upon conversion of Class B Common Stock held directly by Trinity X, (ii) 975 shares of Class A Common Stock and 66,302 shares of Class A Common Stock issuable upon conversion of Class B Common Stock held directly by TEF X and (iii) 546 shares of Class 0;A Common Stock and 37,007 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 112,434,767 shares of Common Stock (84,334,540 shares of Class A Common Stock and 28,100,227 shares of Class B Common Stock) outstanding as of July 29, 2024, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, filed with the SEC on August 5, 2024.
(4)The Class A Common Stock beneficial ownership percentage is based on 84,334,540 shares of the Issuer’s Class A Common Stock outstanding as of July 29, 2024, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, filed with the SEC on August 5, 2024, 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
 6,795,167 shares (2)
 
7. Sole Dispositive Power
 0
 
8. Shared Dispositive Power
6,795,167 shares (2)
 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
6,795,167 shares (2)
 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
 
  11. Percent of Class Represented by Amount in Row (9)
6.0% of Common Stock (7.5% 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 98,482 shares of Class A Common Stock and 6,696,685 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 112,434,767 shares of Common Stock (84,334,540 shares of Class A Common Stock and 28,100,227 shares of Class B Common Stock) outstanding as of July 29, 2024, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, filed with the SEC on August 5, 2024.
(4)The Class A Common Stock beneficial ownership percentage is based on 84,334,540 shares of the Issuer’s Class A Common Stock outstanding as of July 29, 2024, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, filed with the SEC on August 5, 2024, 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.

 

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
 67,277 shares (2)
 
7. Sole Dispositive Power
 0
 
8. Shared Dispositive Power
67,277 shares (2)
 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
67,277 shares (2)
 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
 
  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 975 shares of Class A Common Stock and 66,302 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 112,434,767 shares of Common Stock (84,334,540 shares of Class A Common Stock and 28,100,227 shares of Class B Common Stock) outstanding as of July 29, 2024, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, filed with the SEC on August 5, 2024.
(4)The Class A Common Stock beneficial ownership percentage is based on 84,334,540 shares of the Issuer’s Class A Common Stock outstanding as of July 29, 2024, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, filed with the SEC on August 5, 2024, 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
 37,553 shares (2)
 
7. Sole Dispositive Power
 0
 
8. Shared Dispositive Power
37,553 shares (2)
 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
37,553 shares (2)
 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
 
  11. Percent of Class Represented by Amount in Row (9)
0.0% of Common Stock (0.0% of Class A Common Stock) (3)(4)
 
  12. Type of Reporting Person (See Instructions)
PN
          & #xA0;

 

(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 546 shares of Class A Common Stock and 37,007 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 112,434,767 shares of Common Stock (84,334,540 shares of Class A Common Stock and 28,100,227 shares of Class B Common Stock) outstanding as of July 29, 2024, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, filed with the SEC on August 5, 2024.
(4)The Class A Common Stock beneficial ownership percentage is based on 84,334,540 shares of the Issuer’s Class A Common Stock outstanding as of July 29, 2024, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, filed with the SEC on August 5, 2024, 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
0
 
6. Shared Voting Power
 6,900,044 shares (2)
 
7. Sole Dispositive Power
 0
 
8. Shared Dispositive Power
6,900,044 shares (2)
 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
6,900,044 shares (2)
 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
 
  11. Percent of Class Represented by Amount in Row (9)
6.1% of Common Stock (7.6% 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) 98,482 shares of Class A Common Stock and 6,696,685 shares of Class A Common Stock issuable upon conversion of Class B Common Stock held directly by Trinity X, (iii) 975 shares of Class A Common Stock and 66,302 shares of Class A Common Stock issuable upon conversion of Class B Common Stock held directly by TEF X and (iv) 546 shares of Class A Common Stock and 37,007 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 112,434,767 shares of Common Stock (84,334,540 shares of Class A Common Stock and 28,100,227 shares of Class B Common Stock) outstanding as of July 29, 2024, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, filed with the SEC on August 5, 2024.
(4)The Class A Common Stock beneficial ownership percentage is based on 84,334,540 shares of the Issuer’s Class A Common Stock outstanding as of July 29, 2024, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, filed with the SEC on August 5, 2024, 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 shares
 
6. Shared Voting Power
 6,900,044 shares (2)
 
7. Sole Dispositive Power
 957 shares
 
8. Shared Dispositive Power
6,900,044 shares (2)
 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
6,901,001 shares (2)
 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
 
  11. Percent of Class Represented by Amount in Row (9)
6.1% of Common Stock (7.6% 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) 98,482 shares of Class A Common Stock and 6,696,685 shares of Class A Common Stock issuable upon conversion of Class B Common Stock held directly by Trinity X, (iii) 975 shares of Class A Common Stock and 66,302 shares of Class A Common Stock issuable upon conversion of Class B Common Stock held directly by TEF X and (iv) 546 shares of Class A Common Stock and 37,007 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 112,434,767 shares of Common Stock (84,334,540 shares of Class A Common Stock and 28,100,227 shares of Class B Common Stock) outstanding as of July 29, 2024, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, filed with the SEC on August 5, 2024.
(4)The Class A Common Stock beneficial ownership percentage is based on 84,334,540 shares of the Issuer’s Class A Common Stock outstanding as of July 29, 2024, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, filed with the SEC on August 5, 2024, 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 shares
 
6. Shared Voting Power
 6,900,044 shares (2)
 
7. Sole Dispositive Power
 1,031 shares
 
8. Shared Dispositive Power
6,900,044 shares (2)
 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
6,901,075 shares (2)
 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
 
  11. Percent of Class Represented by Amount in Row (9)
6.1% of Common Stock (7.6% 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) 98,482 shares of Class A Common Stock and 6,696,685 shares of Class A Common Stock issuable upon conversion of Class B Common Stock held directly by Trinity X, (iii) 975 shares of Class A Common Stock and 66,302 shares of Class A Common Stock issuable upon conversion of Class B Common Stock held directly by TEF X and (iv) 546 shares of Class A Common Stock and 37,007 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 112,434,767 shares of Common Stock (84,334,540 shares of Class A Common Stock and 28,100,227 shares of Class B Common Stock) outstanding as of July 29, 2024, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, filed with the SEC on August 5, 2024.
(4)The Class A Common Stock beneficial ownership percentage is based on 84,334,540 shares of the Issuer’s Class A Common Stock outstanding as of July 29, 2024, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, filed with the SEC on August 5, 2024, 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
173,593 shares
 
6. Shared Voting Power
 6,900,044 shares (2)
 
7. Sole Dispositive Power
 173,593 shares
 
8. Shared Dispositive Power
6,900,044 shares (2)
 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
7,073,637 shares (2)
 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
 
  11. Percent of Class Represented by Amount in Row (9)
6.3% of Common Stock (7.8% 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) 98,482 shares of Class A Common Stock and 6,696,685 shares of Class A Common Stock issuable upon conversion of Class B Common Stock held directly by Trinity X, (iii) 975 shares of Class A Common Stock and 66,302 shares of Class A Common Stock issuable upon conversion of Class B Common Stock held directly by TEF X and (iv) 546 shares of Class A Common Stock and 37,007 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 112,434,767 shares of Common Stock (84,334,540 shares of Class A Common Stock and 28,100,227 shares of Class B Common Stock) outstanding as of July 29, 2024, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, filed with the SEC on August 5, 2024.
(4)The Class A Common Stock beneficial ownership percentage is based on 84,334,540 shares of the Issuer’s Class A Common Stock outstanding as of July 29, 2024, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 202 4, filed with the SEC on August 5, 2024, 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 as of November 6, 2024:

 

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   6,795,167   0   6,795,167   0   6,795,167   6,795,167   6.0%  7.5%
TEF X   67,277   0   67,277   0   67,277   67,277   0.1%  0.1%
Trinity SBS X   37,553   0   37,553   0   37,553   37,553   0.0%  0.0%
Trinity TVL X   0   0   6,899,997   0   6,899,997   6,899,997   6.1%  7.6%
TVL Management   47   0   6,900,044   0   6,900,044   6,900,044   6.1%  7.6%
Chopra   957   957   6,900,044   957   6,900,044   6,901,001   6.1%  7.6%
Fenton   1,031   1,031   6,900,044   1,031   < /td>6,900,044   6,901,075   6.1%  7.6%
Nakache   173,593   173,593   6,900,044   173,593   6,900,044   7,703,637   6.3%  7.8%

 

(1)        The Common Stock beneficial ownership percentage is based on a total of 112,434,767 shares of Common Stock (84,334,540 shares of Class A Common Stock and 28,100,227 shares of Class B Common Stock) outstanding as of July 29, 2024, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, filed with the SEC on August 5, 2024.  
   
(2)        The Class A Common Stock beneficial ownership percentage is based on 84,334,540 shares of the Issuer’s Class A Common Stock outstanding as of July 29, 2024, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, filed with the SEC on August 5, 2024, 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: November 6, 2024

 

< td>General Partner
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  
     
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: November 6, 2024

 

     
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