Form 4 for TDUP ThredUp Inc.
Accepted 2021-12-03 00:00:00 ET · period of report 2021-12-01 · accession 0000899243-21-046798 · 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 Management Partners VIII Ltd | 10% | J - Other | $0.00 | -1.30M | 0 | -100% | $0 |
| DMI | 2021-12-03 | 2021-12-01 | TDUP | Highland Management Partners VIII Ltd | 10% | C - Cnv Deriv | $0.00 | +1.30M | 342.1K | New | $0 |
| DMI | 2021-12-03 | 2021-12-01 | TDUP | Highland Management Partners VIII Ltd | 10% | C - Cnv Deriv | $0.00 | -1.30M | 1.30M | -50% | $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 | A | 26,000 | $0.00 | 26,000 | I See Footnote | — | — | (F6) Represents a change in the form of ownership of HMP VIII LP by virtue of the receipt of shares in the pro-rata in-kind distribution of Class A Common Stock of the Issuer for no consideration by each of Highland Capital VIII, Highland Capital VIII-B and Highland Capital VIII-C. HMP VIII LP received (i) 18,867 of such shares in the pro-rata in-kind distribution made by Highland Capital VIII, (ii) 292 of such shares in the pro-rata in-kind distribution made by Highland Capital VIII-B, and (iii) 6,841 of such shares in the pro-rata in-kind distribution made by Highland Capital VIII-C. (F7) These shares are held of record by HMP VIII LP. HMP VIII Ltd is the general partner of HMP VIII LP and the HMP VIII Ltd Directors are the directors of HMP VIII Ltd. Each of HMP VIII Ltd and the HMP VIII Ltd Directors may be deemed to share voting, investment and dispositive power over the shares held by HMP VIII LP and as a result may be deemed to have beneficial ownership over such shares. Each of HMP VIII Ltd and the HMP VIII Ltd Directors disclaims beneficial ownership over the shares held by HMP VIII LP to the extent of its or their respective pecuniary interests therein, if any. |
| 2 | Common | Class A Common Stock | 2021-12-01 | J | D | 26,000 | $0.00 | 0 | I See Footnote | — | — | (F8) Represents a pro-rata distribution, and not a purchase or sale, without additional consideration, by HMP VIII LP to its partners. (F7) These shares are held of record by HMP VIII LP. HMP VIII Ltd is the general partner of HMP VIII LP and the HMP VIII Ltd Directors are the directors of HMP VIII Ltd. Each of HMP VIII Ltd and the HMP VIII Ltd Directors may be deemed to share voting, investment and dispositive power over the shares held by HMP VIII LP and as a result may be deemed to have beneficial ownership over such shares. Each of HMP VIII Ltd and the HMP VIII Ltd Directors disclaims beneficial ownership over the shares held by HMP VIII LP to the extent of its or their respective pecuniary interests therein, if any. |
| 3 | Common | Class A Common Stock | 2021-12-01 | J | D | 342,062 | $0.00 | 0 | I See Footnote | — | — | (F5) Represents a pro-rata distribution, and not a purchase or sale, without additional consideration, by each of Highland Capital VIII, Highland Capital VIII-B and Highland Capital VIII-C, as applicable, to its partners. (F4) These shares are held of record by Highland Capital Partners VIII-C Limited Partnership ("Highland Capital VIII-C"). HMP VIII Ltd is the general partner of HMP VIII LP, which is the general partner of Highland Capital VIII-C. The HMP VIII Ltd Directors are the directors of HMP VIII Ltd. Each of HMP VIII LP, HMP VIII Ltd and the HMP VIII Ltd Directors may be deemed to share voting, investment and dispositive power over the shares held by Highland Capital VIII-C and as a result may be deemed to have beneficial ownership over such shares. Each of HMP VIII LP, HMP VIII Ltd and the HMP VIII Ltd Directors disclaims beneficial ownership over the shares held by Highland Capital VIII-C to the extent of its or their respective pecuniary interests therein, if any. |
| 4 | Common | Class A Common Stock | 2021-12-01 | C | A | 943,313 | $0.00 | 943,313 | 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 VIII Limited Partnership ("Highland Capital VIII"). Highland Management Partners VIII Limited ("HMP VIII Ltd") is the general partner of Highland Management Partners VIII Limited Partnership ("HMP VIII LP"), which is the general partner of Highland Capital VIII. Robert J. Davis, Paul A. Maeder, Corey M. Mulloy and Daniel J. Nova, a member of the Issuer's board of directors (collectively, the "HMP VIII Ltd Directors"), are the directors of HMP VIII Ltd. Each of HMP VIII LP, HMP VIII Ltd and the HMP VIII Ltd Directors may be deemed to share voting, investment and dispositive power over the shares held by Highland Capital VIII and as a result may be deemed to have beneficial ownership over such shares. Each of HMP VIII LP, HMP VIII Ltd and the HMP VIII Ltd Directors disclaims beneficial ownership over the shares held by Highland Capital VIII to the extent of its or their respective pecuniary interests therein, if any. |
| 5 | Common | Class A Common Stock | 2021-12-01 | C | A | 14,625 | $0.00 | 14,625 | 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 VIII-B Limited Partnership ("Highland Capital VIII-B"). HMP VIII Ltd is the general partner of HMP VIII LP, which is the general partner of Highland Capital VIII-B. The HMP VIII Ltd Directors are the directors of HMP VIII Ltd. Each of HMP VIII LP, HMP VIII Ltd and the HMP VIII Ltd Directors may be deemed to share voting, investment and dispositive power over the shares held by Highland Capital VIII-B and as a result may be deemed to have beneficial ownership over such shares. Each of HMP VIII LP, HMP VIII Ltd and the HMP VIII Ltd Directors disclaims beneficial ownership over the shares held by Highland Capital VIII-B to the extent of its or their respective pecuniary interests therein, if any. |
| 6 | Common | Class A Common Stock | 2021-12-01 | C | A | 342,062 | $0.00 | 342,062 | 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 VIII-C Limited Partnership ("Highland Capital VIII-C"). HMP VIII Ltd is the general partner of HMP VIII LP, which is the general partner of Highland Capital VIII-C. The HMP VIII Ltd Directors are the directors of HMP VIII Ltd. Each of HMP VIII LP, HMP VIII Ltd and the HMP VIII Ltd Directors may be deemed to share voting, investment and dispositive power over the shares held by Highland Capital VIII-C and as a result may be deemed to have beneficial ownership over such shares. Each of HMP VIII LP, HMP VIII Ltd and the HMP VIII Ltd Directors disclaims beneficial ownership over the shares held by Highland Capital VIII-C to the extent of its or their respective pecuniary interests therein, if any. |
| 7 | Common | Class A Common Stock | 2021-12-01 | J | D | 943,313 | $0.00 | 0 | I See Footnote | — | — | (F5) Represents a pro-rata distribution, and not a purchase or sale, without additional consideration, by each of Highland Capital VIII, Highland Capital VIII-B and Highland Capital VIII-C, as applicable, to its partners. (F2) These shares are held of record by Highland Capital Partners VIII Limited Partnership ("Highland Capital VIII"). Highland Management Partners VIII Limited ("HMP VIII Ltd") is the general partner of Highland Management Partners VIII Limited Partnership ("HMP VIII LP"), which is the general partner of Highland Capital VIII. Robert J. Davis, Paul A. Maeder, Corey M. Mulloy and Daniel J. Nova, a member of the Issuer's board of directors (collectively, the "HMP VIII Ltd Directors"), are the directors of HMP VIII Ltd. Each of HMP VIII LP, HMP VIII Ltd and the HMP VIII Ltd Directors may be deemed to share voting, investment and dispositive power over the shares held by Highland Capital VIII and as a result may be deemed to have beneficial ownership over such shares. Each of HMP VIII LP, HMP VIII Ltd and the HMP VIII Ltd Directors disclaims beneficial ownership over the shares held by Highland Capital VIII to the extent of its or their respective pecuniary interests therein, if any. |
| 8 | Common | Class A Common Stock | 2021-12-01 | J | D | 14,625 | $0.00 | 0 | I See Footnote | — | — | (F5) Represents a pro-rata distribution, and not a purchase or sale, without additional consideration, by each of Highland Capital VIII, Highland Capital VIII-B and Highland Capital VIII-C, as applicable, to its partners. (F3) These shares are held of record by Highland Capital Partners VIII-B Limited Partnership ("Highland Capital VIII-B"). HMP VIII Ltd is the general partner of HMP VIII LP, which is the general partner of Highland Capital VIII-B. The HMP VIII Ltd Directors are the directors of HMP VIII Ltd. Each of HMP VIII LP, HMP VIII Ltd and the HMP VIII Ltd Directors may be deemed to share voting, investment and dispositive power over the shares held by Highland Capital VIII-B and as a result may be deemed to have beneficial ownership over such shares. Each of HMP VIII LP, HMP VIII Ltd and the HMP VIII Ltd Directors disclaims beneficial ownership over the shares held by Highland Capital VIII-B to the extent of its or their respective pecuniary interests therein, if any. |
| 9 | Derivative | Class B Common Stock | 2021-12-01 | C | D | 943,313 | $0.00 | 3,580,027 | I See Footnote | — · — to — | 943,313 Class A Common Stock | (F2) These shares are held of record by Highland Capital Partners VIII Limited Partnership ("Highland Capital VIII"). Highland Management Partners VIII Limited ("HMP VIII Ltd") is the general partner of Highland Management Partners VIII Limited Partnership ("HMP VIII LP"), which is the general partner of Highland Capital VIII. Robert J. Davis, Paul A. Maeder, Corey M. Mulloy and Daniel J. Nova, a member of the Issuer's board of directors (collectively, the "HMP VIII Ltd Directors"), are the directors of HMP VIII Ltd. Each of HMP VIII LP, HMP VIII Ltd and the HMP VIII Ltd Directors may be deemed to share voting, investment and dispositive power over the shares held by Highland Capital VIII and as a result may be deemed to have beneficial ownership over such shares. Each of HMP VIII LP, HMP VIII Ltd and the HMP VIII Ltd Directors disclaims beneficial ownership over the shares held by Highland Capital VIII to the extent of its or their respective pecuniary interests therein, if any. (F9) 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. |
| 10 | Derivative | Class B Common Stock | 2021-12-01 | C | D | 14,625 | $0.00 | 55,504 | I See Footnote | — · — to — | 14,625 Class A Common Stock | (F3) These shares are held of record by Highland Capital Partners VIII-B Limited Partnership ("Highland Capital VIII-B"). HMP VIII Ltd is the general partner of HMP VIII LP, which is the general partner of Highland Capital VIII-B. The HMP VIII Ltd Directors are the directors of HMP VIII Ltd. Each of HMP VIII LP, HMP VIII Ltd and the HMP VIII Ltd Directors may be deemed to share voting, investment and dispositive power over the shares held by Highland Capital VIII-B and as a result may be deemed to have beneficial ownership over such shares. Each of HMP VIII LP, HMP VIII Ltd and the HMP VIII Ltd Directors disclaims beneficial ownership over the shares held by Highland Capital VIII-B to the extent of its or their respective pecuniary interests therein, if any. (F9) 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. |
| 11 | Derivative | Class B Common Stock | 2021-12-01 | C | D | 342,062 | $0.00 | 1,298,186 | I See Footnote | — · — to — | 342,062 Class A Common Stock | (F4) These shares are held of record by Highland Capital Partners VIII-C Limited Partnership ("Highland Capital VIII-C"). HMP VIII Ltd is the general partner of HMP VIII LP, which is the general partner of Highland Capital VIII-C. The HMP VIII Ltd Directors are the directors of HMP VIII Ltd. Each of HMP VIII LP, HMP VIII Ltd and the HMP VIII Ltd Directors may be deemed to share voting, investment and dispositive power over the shares held by Highland Capital VIII-C and as a result may be deemed to have beneficial ownership over such shares. Each of HMP VIII LP, HMP VIII Ltd and the HMP VIII Ltd Directors disclaims beneficial ownership over the shares held by Highland Capital VIII-C to the extent of its or their respective pecuniary interests therein, if any. (F9) 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. |