Form 4 for TDUP ThredUp Inc.
Accepted 2021-12-03 00:00:00 ET · period of report 2021-12-01 · accession 0000899243-21-046793 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DMI | 2021-12-03 | 2021-12-01 | TDUP | Highland Capital Partners VII-C LP | 10% | J - Other | $0.00 | -700.0K | 0 | -100% | $0 |
| DMI | 2021-12-03 | 2021-12-01 | TDUP | Highland Capital Partners VII-C LP | 10% | C - Cnv Deriv | $0.00 | +700.0K | 13.1K | New | $0 |
| DMI | 2021-12-03 | 2021-12-01 | TDUP | Highland Capital Partners VII-C LP | 10% | C - Cnv Deriv | $0.00 | -700.0K | 51.5K | -93% | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Class A Common Stock | 2021-12-01 | J | D | 104,339 | $0.00 | 0 | I See Footnote | — | — | (F6) Represents a distribution, and not a purchase or sale, without additional consideration, by each of Highland Capital VII, Highland Capital VII-B, Highland Capital VII-C and Highland Entrepreneurs' Fund, as applicable, to its partners. (F3) These shares are held of record by Highland Capital Partners VII-B Limited Partnership ("Highland Capital VII-B"). HMP VII LLC is the general partner of HMP VII LP, which is the general partner of Highland Capital VII-B. The Managing Members are the managing members of HMP VII LLC. Each of HMP VII LP, HMP VII LLC and the Managing Members may be deemed to share voting, investment and dispositive power over the shares held by Highland Capital VII-B and as a result may be deemed to have beneficial ownership over such shares. Each of HMP VII LP, HMP VII LLC and the Managing Members disclaims beneficial ownership over the shares held by Highland Capital VII-B to the extent of its or their respective pecuniary interests therein, if any. |
| 2 | Common | Class A Common Stock | 2021-12-01 | J | D | 151,950 | $0.00 | 0 | I See Footnote | — | — | (F6) Represents a distribution, and not a purchase or sale, without additional consideration, by each of Highland Capital VII, Highland Capital VII-B, Highland Capital VII-C and Highland Entrepreneurs' Fund, as applicable, to its partners. (F4) These shares are held of record by Highland Capital Partners VII-C Limited Partnership ("Highland Capital VII-C"). HMP VII LLC is the general partner of HMP VII LP, which is the general partner of Highland Capital VII-C. The Managing Members are the managing members of HMP VII LLC. Each of HMP VII LP, HMP VII LLC and the Managing Members may be deemed to share voting, investment and dispositive power over the shares held by Highland Capital VII-C and as a result may be deemed to have beneficial ownership over such shares. Each of HMP VII LP, HMP VII LLC and the Managing Members disclaims beneficial ownership over the shares held by Highland Capital VII-C to the extent of its or their respective pecuniary interests therein, if any. |
| 3 | Common | Class A Common Stock | 2021-12-01 | J | D | 13,125 | $0.00 | 0 | I See Footnote | — | — | (F6) Represents a distribution, and not a purchase or sale, without additional consideration, by each of Highland Capital VII, Highland Capital VII-B, Highland Capital VII-C and Highland Entrepreneurs' Fund, as applicable, to its partners. (F5) These shares are held of record by Highland Entrepreneurs' Fund VII Limited Partnership ("Highland Entrepreneurs' Fund"). HMP VII LLC is the general partner of HMP VII LP, which is the general partner of Highland Entrepreneurs' Fund. The Managing Members are the managing members of HMP VII LLC. Each of HMP VII LP, HMP VII LLC and the Managing Members may be deemed to share voting, investment and dispositive power over the shares held by Highland Entrepreneurs' Fund and as a result may be deemed to have beneficial ownership over such shares. Each of HMP VII LP, HMP VII LLC and the Managing Members disclaims beneficial ownership over the shares held by Highland Entrepreneurs' Fund to the extent of their respective pecuniary interests therein, if any. |
| 4 | Common | Class A Common Stock | 2021-12-01 | J | A | 180,207 | $0.00 | 180,207 | I See Footnote | — | — | (F7) Represents a change in the form of ownership of HMP VII LP by virtue of the receipt of shares in the in-kind distribution of Class A Common Stock of the Issuer for no consideration by each of Highland Capital VII, Highland Capital VII-B, Highland Capital VII-C and Highland Entrepreneurs' Fund. HMP VII LP received (i) 110,876 of such shares in the in-kind distribution made by Highland Capital VII, (ii) 26,868 of such shares in the in-kind distribution made by Highland Capital VII-B, (iii) 39,128 of such shares in the in-kind distribution made by Highland Capital VII-C and (iv) 3,335 of such shares in the in-kind distribution made by Highland Entrepreneurs' Fund. (F8) These shares are held of record by HMP VII LP. HMP VII LLC is the general partner of HMP VII LP, and the Managing Members are the managing members of HMP VII LLC. Each of HMP VII LLC and the Managing Members may be deemed to share voting, investment and dispositive power over the shares held by HMP VII LP and as a result may be deemed to have beneficial ownership over such shares. Each of HMP VII LLC and the Managing Members disclaims beneficial ownership over the shares held by HMP VII LP to the extent of their respective pecuniary interests therein, if any. |
| 5 | Common | Class A Common Stock | 2021-12-01 | J | D | 180,207 | $0.00 | 0 | I See Footnote | — | — | (F9) Represents a pro-rata distribution, and not a purchase or sale, without additional consideration, by HMP VII LP to its partners. (F8) These shares are held of record by HMP VII LP. HMP VII LLC is the general partner of HMP VII LP, and the Managing Members are the managing members of HMP VII LLC. Each of HMP VII LLC and the Managing Members may be deemed to share voting, investment and dispositive power over the shares held by HMP VII LP and as a result may be deemed to have beneficial ownership over such shares. Each of HMP VII LLC and the Managing Members disclaims beneficial ownership over the shares held by HMP VII LP to the extent of their respective pecuniary interests therein, if any. |
| 6 | Common | Class A Common Stock | 2021-12-01 | J | A | 178 | $0.00 | 178 | I See Footnote | — | — | (F10) Represents a change in the form of ownership of Highland Employee Investment Fund VII Limited Partnership ("HEIF VII") by virtue of the receipt of shares in the in-kind distribution of Class A Common Stock of the Issuer for no consideration by Highland Entrepreneurs' Fund. (F11) These shares are held of record by HEIF VII. HMP VII LLC is the general partner of HEIF VII, and the Managing Members are the managing members of HMP VII LLC. Each of HMP VII LLC and the Managing Members may be deemed to share voting, investment and dispositive power over the shares held by HEIF VII and as a result may be deemed to have beneficial ownership over such shares. Each of HMP VII LLC and the Managing Members disclaims beneficial ownership over the shares held by HEIF VII to the extent of their respective pecuniary interests therein, if any. |
| 7 | Common | Class A Common Stock | 2021-12-01 | J | D | 178 | $0.00 | 0 | I See Footnote | — | — | (F12) Represents a pro-rata distribution, and not a purchase or sale, without additional consideration, by HEIF VII to its partners. (F11) These shares are held of record by HEIF VII. HMP VII LLC is the general partner of HEIF VII, and the Managing Members are the managing members of HMP VII LLC. Each of HMP VII LLC and the Managing Members may be deemed to share voting, investment and dispositive power over the shares held by HEIF VII and as a result may be deemed to have beneficial ownership over such shares. Each of HMP VII LLC and the Managing Members disclaims beneficial ownership over the shares held by HEIF VII to the extent of their respective pecuniary interests therein, if any. |
| 8 | Common | Class A Common Stock | 2021-12-01 | C | A | 430,586 | $0.00 | 430,586 | I See Footnote | — | — | (F1) Each share of Class B Common Stock was converted into one share of Class A Common Stock at the option of the holder. (F2) These shares are held of record by Highland Capital Partners VII Limited Partnership ("Highland Capital VII"). Highland Management Partners VII, LLC ("HMP VII LLC") is the general partner of Highland Management Partners VII Limited Partnership ("HMP VII LP"), which is the general partner of Highland Capital VII. Robert J. Davis, Paul A. Maeder, Corey M. Mulloy and Daniel J. Nova, a member of the Issuer's board of directors (collectively, the "Managing Members"), are the managing members of HMP VII LLC. Each of HMP VII LP, HMP VII LLC and the Managing Members may be deemed to share voting, investment and dispositive power over the shares held by Highland Capital VII and as a result may be deemed to have beneficial ownership over such shares. Each of HMP VII LP, HMP VII LLC and the Managing Members disclaims beneficial ownership over the shares held by Highland Capital VII to the extent of its or their respective pecuniary interests therein, if any. |
| 9 | Common | Class A Common Stock | 2021-12-01 | J | D | 430,586 | $0.00 | 0 | I See Footnote | — | — | (F6) Represents a distribution, and not a purchase or sale, without additional consideration, by each of Highland Capital VII, Highland Capital VII-B, Highland Capital VII-C and Highland Entrepreneurs' Fund, as applicable, to its partners. (F2) These shares are held of record by Highland Capital Partners VII Limited Partnership ("Highland Capital VII"). Highland Management Partners VII, LLC ("HMP VII LLC") is the general partner of Highland Management Partners VII Limited Partnership ("HMP VII LP"), which is the general partner of Highland Capital VII. Robert J. Davis, Paul A. Maeder, Corey M. Mulloy and Daniel J. Nova, a member of the Issuer's board of directors (collectively, the "Managing Members"), are the managing members of HMP VII LLC. Each of HMP VII LP, HMP VII LLC and the Managing Members may be deemed to share voting, investment and dispositive power over the shares held by Highland Capital VII and as a result may be deemed to have beneficial ownership over such shares. Each of HMP VII LP, HMP VII LLC and the Managing Members disclaims beneficial ownership over the shares held by Highland Capital VII to the extent of its or their respective pecuniary interests therein, if any. |
| 10 | Common | Class A Common Stock | 2021-12-01 | C | A | 104,339 | $0.00 | 104,339 | I See Footnote | — | — | (F1) Each share of Class B Common Stock was converted into one share of Class A Common Stock at the option of the holder. (F3) These shares are held of record by Highland Capital Partners VII-B Limited Partnership ("Highland Capital VII-B"). HMP VII LLC is the general partner of HMP VII LP, which is the general partner of Highland Capital VII-B. The Managing Members are the managing members of HMP VII LLC. Each of HMP VII LP, HMP VII LLC and the Managing Members may be deemed to share voting, investment and dispositive power over the shares held by Highland Capital VII-B and as a result may be deemed to have beneficial ownership over such shares. Each of HMP VII LP, HMP VII LLC and the Managing Members disclaims beneficial ownership over the shares held by Highland Capital VII-B to the extent of its or their respective pecuniary interests therein, if any. |
| 11 | Common | Class A Common Stock | 2021-12-01 | C | A | 151,950 | $0.00 | 151,950 | I See Footnote | — | — | (F1) Each share of Class B Common Stock was converted into one share of Class A Common Stock at the option of the holder. (F4) These shares are held of record by Highland Capital Partners VII-C Limited Partnership ("Highland Capital VII-C"). HMP VII LLC is the general partner of HMP VII LP, which is the general partner of Highland Capital VII-C. The Managing Members are the managing members of HMP VII LLC. Each of HMP VII LP, HMP VII LLC and the Managing Members may be deemed to share voting, investment and dispositive power over the shares held by Highland Capital VII-C and as a result may be deemed to have beneficial ownership over such shares. Each of HMP VII LP, HMP VII LLC and the Managing Members disclaims beneficial ownership over the shares held by Highland Capital VII-C to the extent of its or their respective pecuniary interests therein, if any. |
| 12 | Common | Class A Common Stock | 2021-12-01 | C | A | 13,125 | $0.00 | 13,125 | I See Footnote | — | — | (F1) Each share of Class B Common Stock was converted into one share of Class A Common Stock at the option of the holder. (F5) These shares are held of record by Highland Entrepreneurs' Fund VII Limited Partnership ("Highland Entrepreneurs' Fund"). HMP VII LLC is the general partner of HMP VII LP, which is the general partner of Highland Entrepreneurs' Fund. The Managing Members are the managing members of HMP VII LLC. Each of HMP VII LP, HMP VII LLC and the Managing Members may be deemed to share voting, investment and dispositive power over the shares held by Highland Entrepreneurs' Fund and as a result may be deemed to have beneficial ownership over such shares. Each of HMP VII LP, HMP VII LLC and the Managing Members disclaims beneficial ownership over the shares held by Highland Entrepreneurs' Fund to the extent of their respective pecuniary interests therein, if any. |
| 13 | Derivative | Class B Common Stock | 2021-12-01 | C | D | 151,950 | $0.00 | 576,297 | I See Footnote | — · — to — | 151,950 Class A Common Stock | (F4) These shares are held of record by Highland Capital Partners VII-C Limited Partnership ("Highland Capital VII-C"). HMP VII LLC is the general partner of HMP VII LP, which is the general partner of Highland Capital VII-C. The Managing Members are the managing members of HMP VII LLC. Each of HMP VII LP, HMP VII LLC and the Managing Members may be deemed to share voting, investment and dispositive power over the shares held by Highland Capital VII-C and as a result may be deemed to have beneficial ownership over such shares. Each of HMP VII LP, HMP VII LLC and the Managing Members disclaims beneficial ownership over the shares held by Highland Capital VII-C to the extent of its or their respective pecuniary interests therein, if any. (F13) 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. |
| 14 | Derivative | Class B Common Stock | 2021-12-01 | C | D | 104,339 | $0.00 | 395,723 | I See Footnote | — · — to — | 104,339 Class A Common Stock | (F3) These shares are held of record by Highland Capital Partners VII-B Limited Partnership ("Highland Capital VII-B"). HMP VII LLC is the general partner of HMP VII LP, which is the general partner of Highland Capital VII-B. The Managing Members are the managing members of HMP VII LLC. Each of HMP VII LP, HMP VII LLC and the Managing Members may be deemed to share voting, investment and dispositive power over the shares held by Highland Capital VII-B and as a result may be deemed to have beneficial ownership over such shares. Each of HMP VII LP, HMP VII LLC and the Managing Members disclaims beneficial ownership over the shares held by Highland Capital VII-B to the extent of its or their respective pecuniary interests therein, if any. (F13) 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. |
| 15 | Derivative | Class B Common Stock | 2021-12-01 | C | D | 430,586 | $0.00 | 1,633,061 | I See Footnote | — · — to — | 430,586 Class A Common Stock | (F2) These shares are held of record by Highland Capital Partners VII Limited Partnership ("Highland Capital VII"). Highland Management Partners VII, LLC ("HMP VII LLC") is the general partner of Highland Management Partners VII Limited Partnership ("HMP VII LP"), which is the general partner of Highland Capital VII. Robert J. Davis, Paul A. Maeder, Corey M. Mulloy and Daniel J. Nova, a member of the Issuer's board of directors (collectively, the "Managing Members"), are the managing members of HMP VII LLC. Each of HMP VII LP, HMP VII LLC and the Managing Members may be deemed to share voting, investment and dispositive power over the shares held by Highland Capital VII and as a result may be deemed to have beneficial ownership over such shares. Each of HMP VII LP, HMP VII LLC and the Managing Members disclaims beneficial ownership over the shares held by Highland Capital VII to the extent of its or their respective pecuniary interests therein, if any. (F13) 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. |
| 16 | Derivative | Class B Common Stock | 2021-12-01 | C | D | 13,125 | $0.00 | 51,540 | I See Footnote | — · — to — | 13,125 Class A Common Stock | (F5) These shares are held of record by Highland Entrepreneurs' Fund VII Limited Partnership ("Highland Entrepreneurs' Fund"). HMP VII LLC is the general partner of HMP VII LP, which is the general partner of Highland Entrepreneurs' Fund. The Managing Members are the managing members of HMP VII LLC. Each of HMP VII LP, HMP VII LLC and the Managing Members may be deemed to share voting, investment and dispositive power over the shares held by Highland Entrepreneurs' Fund and as a result may be deemed to have beneficial ownership over such shares. Each of HMP VII LP, HMP VII LLC and the Managing Members disclaims beneficial ownership over the shares held by Highland Entrepreneurs' Fund to the extent of their respective pecuniary interests therein, if any. (F13) 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. |