SCHEDULE 13G/A: Highland Funds and Director Daniel Nova Maintain Significant Stake in ThredUp Inc.
Beneficial Ownership Disclosure
Multiple Highland investment entities and board member Daniel Nova have filed an amended Schedule 13G, reaffirming their collective beneficial ownership of ThredUp Inc.'s Class A Common Stock, totaling 8.6% for Daniel Nova and 5.3% for the primary Highland Management Partners VIII group, as of December 31, 2024.
Summary
- Highland Management Partners VIII Limited and its related entities (Highland Management Partners VIII Limited Partnership, Highland Capital Partners VIII Limited Partnership, Highland Capital Partners VIII-B Limited Partnership, and Highland Capital Partners VIII-C Limited Partnership) collectively beneficially own 4,933,717 shares of ThredUp Inc. Class B Common Stock, representing 5.3% of the combined Class A and convertible Class B shares.
- Highland Management Partners VII, LLC and its related entities (Highland Management Partners VII Limited Partnership, Highland Capital Partners VII Limited Partnership, Highland Capital Partners VII-B Limited Partnership, Highland Capital Partners VII-C Limited Partnership, and Highland Entrepreneurs' Fund VII Limited Partnership) collectively beneficially own 2,656,621 shares of ThredUp Inc. Class B Common Stock, representing 2.8% of the combined Class A and convertible Class B shares.
- Daniel Nova, a member of ThredUp's board of directors, beneficially owns a total of 8,011,968 shares, which includes 421,630 shares of Class A Common Stock (held directly or via family trusts) and 7,590,338 shares of Class B Common Stock (through his shared control over the Highland entities).
- Mr. Nova's total beneficial ownership represents 8.6% of the combined Class A and convertible Class B shares.
- All Class B Common Stock held by the reporting persons is convertible into Class A Common Stock on a one-for-one basis.
- The beneficial ownership percentages are calculated based on 85,660,389 shares of Class A Common Stock outstanding as of October 28, 2024, as reported in ThredUp's Form 10-Q for the quarter ended September 30, 2024, plus the 7,590,338 Class B shares held by the Reporting Persons.
Sentiment
Score: 5
Explanation: The document is a neutral, factual disclosure of beneficial ownership, providing no positive or negative operational or financial news. It simply updates the public record on significant shareholder stakes.
Future Outlook
The document does not provide forward-looking statements or guidance regarding ThredUp Inc.'s business operations or financial performance, focusing solely on beneficial ownership disclosure.
Management Comments
- "Daniel Nova, a member of the Issuer's board of directors, is a director of HMP VIII Ltd and a managing member of HMP VII LLC and may be deemed to share voting, investment and dispositive power with respect to these securities."
Industry Context
This filing is a routine disclosure of significant beneficial ownership by institutional investors and a board member in a publicly traded company. It reflects the continued investment and oversight by these entities in ThredUp Inc., a company operating in the online resale and circular fashion industry. The presence of a board member with a substantial stake suggests alignment of interests with long-term company performance.
Comparison to Industry Standards
- This Schedule 13G filing is a standard regulatory disclosure for investors holding more than 5% of a company's stock, common among institutional investors and venture capital firms.
- The ownership percentages disclosed are typical for significant institutional investors or venture capital firms, such as Highland Capital Partners, which often invest in growth-oriented technology and consumer companies.
- The dual-class share structure (Class A and Class B) is also a common corporate governance mechanism among technology companies, designed to allow founders and early investors to retain a degree of control.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Board Representation and Shareholder Influence | Daniel Nova, a director of ThredUp Inc., is also a director/managing member of the Highland entities, indicating shared voting and dispositive power over a significant block of shares. This highlights the influence of key investors on corporate governance. | NA | Reinforces the influence of Highland funds and Daniel Nova on ThredUp's strategic direction and governance through their substantial shareholdings and board representation. |
Stakeholder Impact
- Shareholders: Provides transparency on significant institutional and insider ownership, which can influence market perception and control dynamics.
Next Steps
- Daniel Nova's 77,363 restricted stock units (RSUs) are expected to vest on the earlier of May 25, 2025, or the Issuer's next annual meeting of stockholders, subject to his continued service.
Key Dates
| Date | Description |
|---|---|
| 2024-09-30 | End of quarter for which ThredUp Inc. filed its Form 10-Q. |
| 2024-10-28 | Date as of which 85,660,389 shares of Class A Common Stock were outstanding, as reported by ThredUp Inc. in its Form 10-Q. |
| 2024-11-04 | Date ThredUp Inc. filed its Form 10-Q for the quarter ended September 30, 2024. |
| 2024-12-31 | Date of event which requires filing of this Schedule 13G Amendment No. 3. |
| 2025-02-14 | Filing date of this Schedule 13G Amendment No. 3. |
| 2025-05-25 | Earliest vesting date for Daniel Nova's 77,363 restricted stock units (RSUs). |
Keywords
ThredUp Inc., THREDUP, SEC Filing, Schedule 13G, Beneficial Ownership, Class A Common Stock, Class B Common Stock, Highland Management Partners, Daniel Nova, Institutional Investor, Venture Capital, Shareholder Stake, Corporate Governance
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