Amendment: SEC Form SC 13G/A filed by ThredUp Inc.
$TDUP
Catalog/Specialty Distribution
Consumer Discretionary
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 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 | ||||
| (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, 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. |
9
| Item 1. | ||
| (a) | Name of Issuer ThredUp, Inc. | |
| (b) |
Address of Issuer’s Principal Executive Offices 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 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 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 | 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
| 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):
13
EXHIBIT A
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