Statement of Changes in Beneficial Ownership (4)
03 August 2021 - 6:11AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
GS INVESTMENT STRATEGIES, LLC |
2. Issuer Name and Ticker or Trading Symbol
ThredUp Inc.
[
TDUP
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
200 WEST STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/2/2021 |
(Street)
NEW YORK, NY 10282
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock | 8/2/2021 | | C(1) | | 516331 | A | (1) | 516331 | I | See Footnote (2) |
Class A Common Stock | 8/2/2021 | | C(3) | | 563469 | A | (3) | 563469 | I | See Footnote (4) |
Class A Common Stock | 8/2/2021 | | S(5) | | 516331 | D | $23.1586 | 0 | I | See Footnote (2) |
Class A Common Stock | 8/2/2021 | | S(5) | | 563469 | D | $23.1586 | 0 | I | See Footnote (4) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Class B Common Stock | (6) | 8/2/2021 | | C (1) | | | 516331 | (6) | (6) | Class A Common Stock | 516331 | $0.00 | 4646977 | I | See Footnote (2) |
Class B Common Stock | (6) | 8/2/2021 | | C (3) | | | 563469 | (6) | (6) | Class A Common Stock | 563469 | $0.00 | 5071228 | I | See Footnote (4) |
Explanation of Responses: |
(1) | On August 2, 2021, Global Private Opportunities Partners II LP ("GPO II LP") converted 516,331 shares of Class B Common Stock for 516,331 shares of Class A Common Stock. |
(2) | These shares are held of record by GPO II LP. GS Investment Strategies, LLC ("GSIS"), a limited liability company incorporated under the laws of Delaware, is the investment manager of the GPOP II. GSIS disclaims beneficial ownership of all shares of Common Stock in excess of their pecuniary interest, if any, and this report shall not be deemed an admission that any such person or entity is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
(3) | On August 2, 2021, Global Private Opportunities Partners II Offshore Holdings LP ("GPO II Offshore") converted 563,469 shares of Class B Common Stock for 563,469 shares of Class A Common Stock. |
(4) | These shares are held of record by GPO II Offshore. GSIS is the investment manager of the GPOP II Offshore. GSIS disclaims beneficial ownership of all shares of Common Stock in excess of their pecuniary interest, if any, and this report shall not be deemed an admission that any such person or entity is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
(5) | Represents shares of Class A Common Stock sold in a secondary offering of Class A Common Stock by certain selling stockholders of the Issuer. |
(6) | Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder and upon the occurrence of other events set forth in the Issuer's Certificate of Incorporation. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
GS INVESTMENT STRATEGIES, LLC 200 WEST STREET NEW YORK, NY 10282 |
| X |
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Signatures
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/s/ Adam Van de Berghe, Authorized Signatory for GS Investment Strategies, LLC | | 8/2/2021 |
**Signature of Reporting Person | Date |
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