| 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:
James G. Reinhart |
| (b) | Address or principal business office or, if none, residence:
969 Broadway, Suite 200, Oakland, California 94607 |
| (c) | Citizenship:
United States |
| (d) | Title of class of securities:
Class A common stock |
| (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);
|
| (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:
|
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
(A) 6,496,701 shares of Class B common stock, consisting of (i) 446,117 shares of Class B common stock held of record by Mr. Reinhart, (ii) 3,022,160 shares of Class B common stock subject to outstanding stock options held of record by Mr. Reinhart that are exercisable within 60 days of September 30, 2025, (iii) 2,583,795 shares of Class B common stock held of record by James Reinhart and Michele Reinhart, as Trustees of the Costanoa Family Trust dated July 22, 2015, as amended and (iv) 444,629 shares of Class B common stock held of record by James Reinhart and Michele Reinhart as Trustees of The Costanoa 2017 Irrevocable GST Trust, and (B) 953,692 shares of Class A common stock held of record by Mr. Reinhart. |
| (b) | Percent of class:
When all such shares of Class B common stock are treated as converted into Class A common stock only for purposes of computing the percentage ownership of the reporting person pursuant to Rule 13d-3 of the Act, all of the foregoing shares represent approximately 6.9% of the outstanding shares of Class A common stock.
The percent of class was calculated based on 92,620,063 shares of Class A common stock and 23,574,629 shares of Class B common stock outstanding as of July 28, 2025 as reported in the Company's Form 10-Q filed with the U.S. Securities and Exchange Commission on August 4, 2025. The percentage reported does not reflect the ten for one voting power of the Class B common stock. The 6,496,701 shares of Class B common stock and 953,692 shares of Class A common stock beneficially owned by the reporting person represent 19.3% of the aggregate combined voting power of the Class A common stock and Class B common stock. |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
4,421,969
|
| | (ii) Shared power to vote or to direct the vote:
3,028,424
|
| | (iii) Sole power to dispose or to direct the disposition of:
4,421,969
|
| | (iv) Shared power to dispose or to direct the disposition of:
3,028,424
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
| |
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. |
| |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(d)