Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Nakache Patricia

2. Issuer Name and Ticker or Trading Symbol
ThredUp Inc. [TDUP]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O TRINITY VENTURES, 325 SHARON PARK DR., #458

3. Date of Earliest Transaction (Month/Day/Year)
07/26/2024

(Street)

MENLO PARK, CA 94025

4. If Amendment, Date Original Filed (Month/Day/Year)
07/30/2024

6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	07/30/2024		C		161,442	A	$ 0 ⁽¹⁾	161,442 ⁽²⁾	I	By Trinity Ventures X, L.P. ⁽³⁾
Class A Common Stock	07/30/2024		C		1,599	A	$ 0 ⁽¹⁾	1,599 ⁽⁴⁾	I	By Trinity X Entrepreneurs' Fund, L.P. ⁽³⁾
Class A Common Stock	07/30/2024		C		895	A	$ 0 ⁽¹⁾	895 ⁽⁵⁾	I	By Trinity X Side-By-Side Fund, L.P. ⁽³⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Class B Common Stock

⁽¹⁾

07/30/2024

161,442

⁽⁶⁾

Class A Common Stock

161,442

$ 0 ⁽⁶⁾

6,696,685 ⁽²⁾

By Trinity Ventures X, L.P. ⁽³⁾

Class B Common Stock

⁽¹⁾

07/30/2024

1,599

⁽⁶⁾

Class A Common Stock

1,599

$ 0 ⁽⁶⁾

66,302 ⁽⁴⁾

By Trinity X Entrepreneurs' Fund, L.P. ⁽³⁾

Class B Common Stock

⁽¹⁾

07/30/2024

895

⁽⁶⁾

Class A Common Stock

895

$ 0 ⁽⁶⁾

37,007 ⁽⁵⁾

By Trinity X Side-By-Side Fund, L.P. ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Nakache Patricia C/O TRINITY VENTURES 325 SHARON PARK DR., #458 MENLO PARK, CA 94025	X

Signatures

/s/ Patricia E. Nakache		10/29/2024
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Each share of Class B Common Stock was converted into one share of Class A Common Stock for no additional consideration.
(2)	As of the date of the filing of this amendment, Trinity Ventures X, L.P. owns 98,482 shares of Class A Common Stock and 6,696,685 shares of Class B Common Stock.
(3)	The Reporting Person is a Management Member of Trinity TVL X, LLC, the general partner of Trinity Ventures X, L.P., Trinity X Entrepreneurs' Fund, L.P. and Trinity X Side-By-Side Fund, L.P. (collectively, the "Trinity Funds"), and shares voting and dispositive power with the other Management Members over the shares held by each of the Trinity Funds. The Reporting Person disclaims beneficial ownership of the shares reported herein except to the extent of her pecuniary interest therein.
(4)	As of the date of the filing of this amendment, Trinity X Entrepreneurs' Fund, L.P. owns 975 shares of Class A Common Stock and 66,302 shares of Class B Common Stock.
(5)	As of the date of the filing of this amendment, Trinity X Side-By-Side Fund, L.P. owns 546 shares of Class A Common Stock and 37,007 shares of Class B Common Stock.
(6)	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.
Remarks: This amendment is being filed to report conversions of Class B Common Stock to Class A Common Stock and not a purchase or sale of securities--which conversions were inadvertently underreported on the original Form 4 filed on July 30, 2024 (the "Original Form 4"). Column 5 of Table I and Column 9 of Table II report, in each case, the number of securities beneficially owned immediately following the conversions reported herein. The number of shares beneficially owned as of the date of the filing of this amendment are set forth in footnotes (2), (4) and (5).

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