SEC Form SC 13G/A filed by ThredUp Inc. (Amendment)

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 disclosures provided in a prior cover page.

NAMES OF REPORTING PERSONS

Highland Management Partners VIII Limited

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

(a) ☐  (b) ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

4,933,717 (1)

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

4,933,717 (1)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,933,717 (1)

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.8% (2)

TYPE OF REPORTING PERSON (see instructions)

CO

All such securities are Class B Common Stock (as defined in Item 2(d) of the Original Schedule 13G (as defined below)), which are held of record by Highland VIII, Highland VIII-B and Highland VIII-C (each as defined in Item 2(a) of the Original Schedule 13G). HMP VIII Ltd (as defined in Item 2(a) of the Original Schedule 13G) is the sole general partner of HMP VIII LP (as defined in Item 2(a) of the Original Schedule 13G), which is the sole general partner of each of Highland VIII, Highland VIII-B and Highland VIII-C. Each of HMP VIII Ltd and HMP VIII LP may be deemed to have voting, investment and dispositive power with respect to these securities. Robert Davis, Daniel Nova (a member of the Issuer’s board of directors), Paul Maeder and Corey Mulloy are the directors of HMP VIII Ltd and may be deemed to share voting, investment and dispositive power with respect to these securities.

This percentage is calculated based on 77,290,731 shares of Class A Common Stock outstanding as of October 31, 2023, as reported by the Issuer in its Form 10-Q for the quarter ended September 30, 2023, filed with the United States Securities and Exchange Commission on November 6, 2023 (the “Form 10-Q”), plus 7,590,338 shares of Class B Common Stock held by the Reporting Persons (as defined in Item 2(a) of the Original Schedule 13G) and assuming the conversion of such shares into shares of Class A Common Stock on a one-for-one basis.

NAMES OF REPORTING PERSONS

Highland Management Partners VIII Limited Partnership

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

(a) ☐  (b) ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

4,933,717 (1)

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

4,933,717 (1)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,933,717 (1)

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.8% (2)

TYPE OF REPORTING PERSON (see instructions)

PN

All such securities are Class B Common Stock, which are held of record by Highland VIII, Highland VIII-B and Highland VIII-C. HMP VIII Ltd is the sole general partner of HMP VIII LP, which is the sole general partner of each of Highland VIII, Highland VIII-B and Highland VIII-C. Each of HMP VIII Ltd and HMP VIII LP may be deemed to have voting, investment and dispositive power with respect to these securities. Robert Davis, Daniel Nova (a member of the Issuer’s board of directors), Paul Maeder and Corey Mulloy are the directors of HMP VIII Ltd and may be deemed to share voting, investment and dispositive power with respect to these securities.

This percentage is calculated based on 77,290,731 shares of Class A Common Stock outstanding as of October 31, 2023, as reported in the Form 10-Q, plus 7,590,338 shares of Class B Common Stock held by the Reporting Persons and assuming the conversion of such shares into shares of Class A Common Stock on a one-for-one basis.

NAMES OF REPORTING PERSONS

Highland Capital Partners VIII Limited Partnership

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

(a) ☐  (b) ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

3,580,027 (1)

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

3,580,027 (1)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,580,027 (1)

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

4.2% (2)

TYPE OF REPORTING PERSON (see instructions)

PN

All such securities are Class B Common Stock, which are held of record by Highland VIII. HMP VIII Ltd is the sole general partner of HMP VIII LP, which is the general partner of Highland VIII. Each of HMP VIII Ltd and HMP VIII LP may be deemed to have voting, investment and dispositive power with respect to these securities. Robert Davis, Daniel Nova (a member of the Issuer’s board of directors), Paul Maeder and Corey Mulloy are the directors of HMP VIII Ltd and may be deemed to share voting, investment and dispositive power with respect to these securities.

This percentage is calculated based on 77,290,731 shares of Class A Common Stock outstanding as of October 31, 2023, as reported in the Form 10-Q, plus 7,590,338 shares of Class B Common Stock held by the Reporting Persons and assuming the conversion of such shares into shares of Class A Common Stock on a one-for-one basis.

NAMES OF REPORTING PERSONS

Highland Capital Partners VIII-B Limited Partnership

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

(a) ☐  (b) ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

55,504 (1)

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

55,504 (1)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

55,504 (1)

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.1% (2)

TYPE OF REPORTING PERSON (see instructions)

PN

All such securities are Class B Common Stock, which are held of record by Highland VIII-B. HMP VIII Ltd is the sole general partner of HMP VIII LP, which is the general partner of Highland VIII-B. Each of HMP VIII Ltd and HMP VIII LP may be deemed to have voting, investment and dispositive power with respect to these securities. Robert Davis, Daniel Nova (a member of the Issuer’s board of directors), Paul Maeder and Corey Mulloy are the directors of HMP VIII Ltd and may be deemed to share voting, investment and dispositive power with respect to these securities.

This percentage is calculated based on 77,290,731 shares of Class A Common Stock outstanding as of October 31, 2023, as reported in the Form 10-Q, plus 7,590,338 shares of Class B Common Stock held by the Reporting Persons and assuming the conversion of such shares into shares of Class A Common Stock on a one-for-one basis.

NAMES OF REPORTING PERSONS

Highland Capital Partners VIII-C Limited Partnership

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

(a) ☐  (b) ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

1,298,186 (1)

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

1,298,186 (1)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,298,186 (1)

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

1.5% (2)

TYPE OF REPORTING PERSON (see instructions)

PN

All such securities are Class B Common Stock, which are held of record by Highland VIII-C. HMP VIII Ltd is the sole general partner of HMP VIII LP, which is the general partner of Highland VIII-C. Each of HMP VIII Ltd and HMP VIII LP may be deemed to have voting, investment and dispositive power with respect to these securities. Robert Davis, Daniel Nova (a member of the Issuer’s board of directors), Paul Maeder and Corey Mulloy are the directors of HMP VIII Ltd and may be deemed to share voting, investment and dispositive power with respect to these securities.

This percentage is calculated based on 77,290,731 shares of Class A Common Stock outstanding as of October 31, 2023, as reported in the Form 10-Q, plus 7,590,338 shares of Class B Common Stock held by the Reporting Persons and assuming the conversion of such shares into shares of Class A Common Stock on a one-for-one basis.

NAMES OF REPORTING PERSONS

Highland Management Partners VII, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

(a) ☐  (b) ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

2,656,621 (1)

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

2,656,621 (1)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,656,621 (1)

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

3.1% (2)

TYPE OF REPORTING PERSON (see instructions)

OO

All such securities are Class B Common Stock, which are held of record by Highland VII, Highland VII-B, Highland VII-C and HEF VII (each as defined in Item 2(a) of the Original Schedule 13G). HMP VII LLC (as defined in Item 2(a) of the Original Schedule 13G) is the sole general partner of HMP VII LP (as defined in Item 2(a) of the Original Schedule 13G), which is the sole general partner of each of Highland VII, Highland VII-B, Highland VII-C and HEF VII. Each of HMP VII LLC and HMP VII LP may be deemed to have voting, investment and dispositive power with respect to these securities. Robert Davis, Daniel Nova (a member of the Issuer’s board of directors), Paul Maeder and Corey Mulloy are the managing members of HMP VII LLC and may be deemed to share voting, investment and dispositive power with respect to these securities.

This percentage is calculated based on 77,290,731 shares of Class A Common Stock outstanding as of October 31, 2023, as reported in the Form 10-Q, plus 7,590,338 shares of Class B Common Stock held by the Reporting Persons and assuming the conversion of such shares into shares of Class A Common Stock on a one-for-one basis.

NAMES OF REPORTING PERSONS

Highland Management Partners VII Limited Partnership

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

(a) ☐  (b) ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

2,656,621 (1)

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

2,656,621 (1)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,656,621 (1)

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

3.1% (2)

TYPE OF REPORTING PERSON (see instructions)

PN

All such securities are Class B Common Stock, which are held of record by Highland VII, Highland VII-B, Highland VII-C and HEF VII. HMP VII LLC is the sole general partner of HMP VII LP, which is the sole general partner of each of Highland VII, Highland VII-B, Highland VII-C and HEF VII. Each of HMP VII LLC and HMP VII LP may be deemed to have voting, investment and dispositive power with respect to these securities. Robert Davis, Daniel Nova (a member of the Issuer’s board of directors), Paul Maeder and Corey Mulloy are the managing members of HMP VII LLC and may be deemed to share voting, investment and dispositive power with respect to these securities.

This percentage is calculated based on 77,290,731 shares of Class A Common Stock outstanding as of October 31, 2023, as reported in the Form 10-Q, plus 7,590,338 shares of Class B Common Stock held by the Reporting Persons and assuming the conversion of such shares into shares of Class A Common Stock on a one-for-one basis.

NAMES OF REPORTING PERSONS

Highland Capital Partners VII Limited Partnership

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

(a) ☐  (b) ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

1,633,061 (1)

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

1,633,061 (1)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,633,061 (1)

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

1.9% (2)

TYPE OF REPORTING PERSON (see instructions)

PN

All such securities are Class B Common Stock, which are held of record by Highland VII. HMP VII LLC is the sole general partner of HMP VII LP, which is the general partner of Highland VII. Each of HMP VII LLC and HMP VII LP may be deemed to have voting, investment and dispositive power with respect to these securities. Robert Davis, Daniel Nova (a member of the Issuer’s board of directors), Paul Maeder and Corey Mulloy are the managing members of HMP VII LLC and may be deemed to share voting, investment and dispositive power with respect to these securities.

This percentage is calculated based on 77,290,731 shares of Class A Common Stock outstanding as of October 31, 2023, as reported in the Form 10-Q, plus 7,590,338 shares of Class B Common Stock held by the Reporting Persons and assuming the conversion of such shares into shares of Class A Common Stock on a one-for-one basis.

NAMES OF REPORTING PERSONS

Highland Capital Partners VII-B Limited Partnership

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

(a) ☐  (b) ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

395,723 (1)

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

395,723 (1)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

395,723 (1)

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.5% (2)

TYPE OF REPORTING PERSON (see instructions)

PN

All such securities are Class B Common Stock, which are held of record by Highland VII-B. HMP VII LLC is the sole general partner of HMP VII LP, which is the general partner of Highland VII-B. Each of HMP VII LLC and HMP VII LP may be deemed to have voting, investment and dispositive power with respect to these securities. Robert Davis, Daniel Nova (a member of the Issuer’s board of directors), Paul Maeder and Corey Mulloy are the managing members of HMP VII LLC and may be deemed to share voting, investment and dispositive power with respect to these securities.

This percentage is calculated based on 77,290,731 shares of Class A Common Stock outstanding as of October 31, 2023, as reported in the Form 10-Q, plus 7,590,338 shares of Class B Common Stock held by the Reporting Persons and assuming the conversion of such shares into shares of Class A Common Stock on a one-for-one basis.

NAMES OF REPORTING PERSONS

Highland Capital Partners VII-C Limited Partnership

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

(a) ☐  (b) ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

576,297 (1)

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

576,297 (1)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

576,297 (1)

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.7% (2)

TYPE OF REPORTING PERSON (see instructions)

PN

All such securities are Class B Common Stock, which are held of record by Highland VII-C. HMP VII LLC is the sole general partner of HMP VII LP, which is the general partner of Highland VII-C. Each of HMP VII LLC and HMP VII LP may be deemed to have voting, investment and dispositive power with respect to these securities. Robert Davis, Daniel Nova (a member of the Issuer’s board of directors), Paul Maeder and Corey Mulloy are the managing members of HMP VII LLC and may be deemed to share voting, investment and dispositive power with respect to these securities.

This percentage is calculated based on 77,290,731 shares of Class A Common Stock outstanding as of October 31, 2023, as reported in the Form 10-Q, plus 7,590,338 shares of Class B Common Stock held by the Reporting Persons and assuming the conversion of such shares into shares of Class A Common Stock on a one-for-one basis.

NAMES OF REPORTING PERSONS

Highland Entrepreneurs’ Fund VII Limited Partnership

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

(a) ☐  (b) ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

51,540 (1)

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

51,540 (1)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

51,540 (1)

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.1% (2)

TYPE OF REPORTING PERSON (see instructions)

PN

All such securities are Class B Common Stock, which are held of record by HEF VII. HMP VII LLC is the sole general partner of HMP VII LP, which is the general partner of HEF VII. Each of HMP VII LLC and HMP VII LP may be deemed to have voting, investment and dispositive power with respect to these securities. Robert Davis, Daniel Nova (a member of the Issuer’s board of directors), Paul Maeder and Corey Mulloy are the managing members of HMP VII LLC and may be deemed to share voting, investment and dispositive power with respect to these securities.

This percentage is calculated based on 77,290,731 shares of Class A Common Stock outstanding as of October 31, 2023, as reported in the Form 10-Q, plus 7,590,338 shares of Class B Common Stock held by the Reporting Persons and assuming the conversion of such shares into shares of Class A Common Stock on a one-for-one basis.

NAMES OF REPORTING PERSONS

Daniel Nova

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

(a) ☐  (b) ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

61,828 (1)

SHARED VOTING POWER

7,590,338 (2)

SOLE DISPOSITIVE POWER

61,828 (1)

SHARED DISPOSITIVE POWER

7,590,338 (2)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

7,652,166 (1)(2)

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

9.0% (3)

TYPE OF REPORTING PERSON (see instructions)

IN

Represents 54,938 shares held of record by Mr. Nova and 6,890 shares held of record by Nova Family Enterprises, all of which are shares of Class A Common Stock. Excludes 55,872 restricted stock units (“RSUs”), which will vest in full on the earlier of (i) May 24, 2024 or (ii) the Issuer’s next annual meeting of stockholders, subject to Mr. Nova’s continued service to the Issuer on such date. Each RSU represents a contingent right to receive one share of Class A Common Stock.

Includes all shares held of record by Highland VIII, Highland VIII-B, Highland VIII-C, Highland VII, Highland VII-B, Highland VII-C and HEF VII, all of which are shares of Class B Common Stock. Mr. Nova, a member of the Issuer’s board of directors, is a director of HMP VIII Ltd and a managing member of HMP VII LLC and may be deemed to share voting, investment and dispositive power with respect to these securities.

This percentage is calculated based on 77,290,731 shares of Class A Common Stock outstanding as of October 31, 2023, as reported in the Form 10-Q, plus 7,590,338 shares of Class B Common Stock held by the Reporting Persons and assuming the conversion of such shares into shares of Class A Common Stock on a one-for-one basis.

Ownership.

Amount beneficially owned:

Percent of class:

Number of shares as to which the person has:

Sole power to vote or to direct the vote

Shared power to vote or to direct the vote

Sole power to dispose or to direct the disposition of

Shared power to dispose or to direct the disposition of

Except to the extent of his, her or its pecuniary interest therein, each Reporting Person disclaims beneficial ownership of such shares of Class A Common Stock, except for the shares, if any, such Reporting Person holds of record.