Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 3)*
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ThredUp Inc. (Name of Issuer) |
Class A common stock (Title of Class of Securities) |
88556E102 (CUSIP Number) |
03/31/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 88556E102 |
| 1 | Names of Reporting Persons
James G. Reinhart | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
7,866,049.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
7.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Row 5, Row 7, and Row 9 represent (i) 446,117 shares of Class B common stock, $0.0001 par value per share (the "Class B common stock"), of ThredUp Inc. (the "Company") held of record by Mr. Reinhart, (ii) 2,976,393 shares of Class B common stock subject to outstanding stock options held of record by Mr. Reinhart that are exercisable within 60 days of March 31, 2025, and (iii) 1,415,115 shares of Class A common stock, $0.0001 par value per share (the "Class A common stock"), held of record by Mr. Reinhart. Row 6, Row 8, and Row 9 represent (i) 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 (ii) 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. For the numbers and percentages in the table above, each share of Class A common stock is entitled to one vote and each share of Class B common stock is entitled to ten votes. Each share of Class B common stock is convertible into one share of Class A common stock at any time at the option of the holder and upon the occurrence of certain other events as described in the Issuer's Amended and Restated Certificate of Incorporation. In addition, each share of Class B common stock will automatically convert into one share of Class A common stock upon any transfer, except for certain permitted transfers described in the Issuer's Amended and Restated Certificate of Incorporation. The percent of class in Row 11 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 February 24, 2025, as reported in the Company's Form 10-K filed with the U.S. Securities and Exchange Commission on March 3, 2025. The percent of class in Row 11 was based on the aggregate number of shares of Class A common stock and Class B common stock beneficially owned by the reporting person, which, with respect to the Class B common stock, pursuant to Rule 13d-3 of the Act, is treated as converted into Class A common stock only for purposes of computing the percentage ownership of the reporting person. The percentage reported does not reflec
t the ten for one voting power of the Class B common stock. The 6,450,934 shares of Class B common stock and 1,415,115 shares of Class A common stock beneficially owned by the reporting person represent 18.4% of the aggregate combined voting power of the Class A common stock and Class B common stock.
SCHEDULE 13G
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| 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);
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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: | |
| (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) 6,450,934 shares of Class B common stock, consisting of (i) 446,117 shares of Class B common stock held of record by Mr. Reinhart, (ii) 2,976,393 shares of Class B common stock subject to outstanding stock options held of record by Mr. Reinhart that are exercisable within 60 days of March 31, 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) 1,415,115 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 7.9% 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 February 24, 2025, as reported in the Company's Form 10-K filed with the U.S. Securities and Exchange Commission on March 3, 2025. The percentage reported does not reflect the ten for one voting power of the Class B common stock. The 6,450,934 shares of Class B common stock and 1,415,115 shares of Class A common stock beneficially owned by the reporting person represent 18.4% of the aggregate combined voting power of the Class A common stock and Class B common stock. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
4,387,625 | ||
| (ii) Shared power to vote or to direct the vote:
3,028,424 | ||
| (iii) Sole power to dispose or to direct the disposition of:
4,837,625 | ||
| (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. | |
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. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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