| Item 1. | |
| (a) | Name of issuer:
THREDUP INC. |
| (b) | Address of issuer's principal executive offices:
969 BROADWAY, SUITE 200, OAKLAND, CA, 94607. |
| Item 2. | |
| (a) | Name of person filing:
The names of the persons filing this report (collectively, the "Reporting Persons") are:
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")
Patricia E. Nakache ("Nakache")
The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13G. |
| (b) | Address or principal business office or, if none, residence:
c/o Trinity Ventures
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
Fenton United States
Nakache United States |
| (d) | Title of class of securities:
Class A Common Stock, par value $0.0001 per share |
| (e) | CUSIP No.:
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: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
Row 9 of each Reporting Person's cover page to this Schedule 13G sets forth the aggregate number of securities of the Issuer beneficially owned by such Reporting Person as of February 13, 2025 and is incorporated by reference.
The Reporting Persons' ownership of the Issuer's securities consists of (i) 2,790,194 shares of Class B common stock held directly Trinity X; (ii) 27,627 shares of Class B common stock held directly by TEF X; (iii) 15,420 shares of Class B common stock held by Trinity SBS X; (iv) 47 shares of Class A common stock held directly by TVL Management; (v) 957 shares of Class A common stock held directly by Chopra; (vi) 1,031 shares of Class A common stock held by Fenton; and (vii) 173,593 shares of Class A common stock held by Nakache. Each share of Class B common stock is convertible into one share of Class A common stock.
Trinity TVL X is the general partner of each of Trinity X, TEF X and Trinity SBS X and shares voting and investment authority over the shares held by each of Trinity X, TEF X and Trinity SBS X. TVL Management, Chopra, Fenton, and Nakache are Management Members of Trinity TVL X and each of TVL Management, Chopra, Fenton, and Nakache shares power to direct the voting and disposition of the shares owned by Trinity X, TEF X and Trinity SBS X. |
| (b) | Percent of class:
Row 11 of each Reporting Person's cover page to this Schedule 13G sets forth the percentages of the securities of the Issuer beneficially owned by such Reporting Person as of February 13, 2025 and is incorporated by reference. The percentage set forth in each row 11 is based upon the sum of: (i) 85,660,389 shares of the Issuer's Class A common stock outstanding as of October 28, 2024, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on November 4, 2024 and (ii) 3,966,753 shares of Class A common stock issued subsequent to October 28, 2024 upon conversion of shares of Class B common stock by the Reporting Persons, in each case, adjusted in accordance with rules of the SEC, to give effect to the full conversion of Class B common stock beneficially owned by such Reporting Person. |
| (c) | Number of shares as to which the person has:
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| | (i) Sole power to vote or to direct the vote:
Row 5 of each Reporting Person's cover page to this Schedule 13G sets forth the sole power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person as of February 13, 2025 and is incorporated by reference.
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| | (ii) Shared power to vote or to direct the vote:
Row 6 of each Reporting Person's cover page to this Schedule 13G sets forth the shared power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person as of February 13, 2025 and is incorporated by reference.
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| | (iii) Sole power to dispose or to direct the disposition of:
Row 7 of each Reporting Person's cover page to this Schedule 13G sets forth the sole power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person as of February 13, 2025 and is incorporated by reference.
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| | (iv) Shared power to dispose or to direct the disposition of:
Row 8 of each Reporting Person's cover page to this Schedule 13G sets forth the shared power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person as of February 13, 2025 and is incorporated by reference.
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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Ownership of 5 percent or less of a class
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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