Lawrence S Bohn Form 4 BigCommerce / LAWRENCE S BOHN ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BOHN LAWRENCE S

(Last)

(First)

(Middle)

C/O GENERAL CATALYST PARTNERS

20 UNIVERSITY ROAD 4TH FLOOR

(Street)

CAMBRIDGE

02138

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BigCommerce Holdings, Inc. [ BIGC ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/07/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
Series 1 Common Stock	08/07/2020		C		3,628,722	A	⁽¹⁾	3,628,722	I	By General Catalyst Group IV, LP⁽²⁾
Series 1 Common Stock	08/07/2020		C		96,279	A	⁽¹⁾	96,279	I	By GC Entrepreneurs Fund IV, L.P.⁽³⁾
Series 1 Common Stock	08/07/2020		C		1,951,156	A	⁽¹⁾	1,951,156	I	By General Catalyst Group V, L.P.⁽⁴⁾⁽⁵⁾
Series 1 Common Stock	08/07/2020		C		117,331	A	⁽¹⁾	117,331	I	By GC Entrepreneurs Fund V, L.P.⁽⁶⁾⁽⁷⁾
Series 1 Common Stock	08/07/2020		C		3,669,890	A	⁽¹⁾	3,669,890	I	By General Catalyst Group V Supplemental, L.P.⁽⁸⁾⁽⁹⁾

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock	⁽¹⁾	08/07/2020	⁽¹⁾	C			10,886,166	⁽¹⁾	⁽¹⁾	Series 1 Common Stock	3,628,722	⁽¹⁾	0	I	By General Catalyst Group IV, LP⁽²⁾
Series A Preferred Stock	⁽¹⁾	08/07/2020	⁽¹⁾	C			288,838	⁽¹⁾	⁽¹⁾	Series 1 Common Stock	96,279	⁽¹⁾	0	I	By GC Entrepreneurs Fund IV, L.P.⁽³⁾
Series A Preferred Stock	⁽¹⁾	08/07/2020	⁽¹⁾	C			3,648,838	⁽¹⁾	⁽¹⁾	Series 1 Common Stock	1,216,279	⁽¹⁾	0	I	By General Catalyst Group V, L.P.⁽⁴⁾⁽⁵⁾
Series B Preferred Stock	⁽¹⁾	08/07/2020	⁽¹⁾	C			1,831,316	⁽¹⁾	⁽¹⁾	Series 1 Common Stock	610,438	⁽¹⁾	0	I	By General Catalyst Group V, L.P.⁽⁴⁾⁽⁵⁾
Series D Preferred Stock	⁽¹⁾	08/07/2020	⁽¹⁾	C			182,448	⁽¹⁾	⁽¹⁾	Series 1 Common Stock	64,165	⁽¹⁾	0	I	By General Catalyst Group V, L.P.⁽⁴⁾⁽⁵⁾
Series F Preferred Stock	⁽¹⁾	08/07/2020	⁽¹⁾	C			180,823	⁽¹⁾	⁽¹⁾	Series 1 Common Stock	60,274	⁽¹⁾	0	I	By General Catalyst Group V, L.P.⁽⁴⁾⁽⁵⁾
Series A Preferred Stock	⁽¹⁾	08/07/2020	⁽¹⁾	C			76,164	⁽¹⁾	⁽¹⁾	Series 1 Common Stock	25,388	⁽¹⁾	0	I	By GC Entrepreneurs Fund V, L.P.⁽⁶⁾⁽⁷⁾
Series B Preferred Stock	⁽¹⁾	08/07/2020	⁽¹⁾	C			214,973	⁽¹⁾	⁽¹⁾	Series 1 Common Stock	71,657	⁽¹⁾	0	I	By GC Entrepreneurs Fund V, L.P.⁽⁶⁾⁽⁷⁾
Series D Preferred Stock	⁽¹⁾	08/07/2020	⁽¹⁾	C			16,251	⁽¹⁾	⁽¹⁾	Series 1 Common Stock	5,715	⁽¹⁾	0	I	By GC Entrepreneurs Fund V, L.P.⁽⁶⁾⁽⁷⁾
Series E Preferred Stock	⁽¹⁾	08/07/2020	⁽¹⁾	C			39,939	⁽¹⁾	⁽¹⁾	Series 1 Common Stock	13,313	⁽¹⁾	0	I	By GC Entrepreneurs Fund V, L.P.⁽⁶⁾⁽⁷⁾
Series F Preferred Stock	⁽¹⁾	08/07/2020	⁽¹⁾	C			3,774	⁽¹⁾	⁽¹⁾	Series 1 Common Stock	1,258	⁽¹⁾	0	I	By GC Entrepreneurs Fund V, L.P.⁽⁶⁾⁽⁷⁾
Series B Preferred Stock	⁽¹⁾	08/07/2020	⁽¹⁾	C			8,467,400	⁽¹⁾	⁽¹⁾	Series 1 Common Stock	2,822,466	⁽¹⁾	0	I	By General Catalyst Group V Supplemental, L.P.⁽⁸⁾⁽⁹⁾
Series D Preferred Stock	⁽¹⁾	08/07/2020	⁽¹⁾	C			596,098	⁽¹⁾	⁽¹⁾	Series 1 Common Stock	209,642	⁽¹⁾	0	I	By General Catalyst Group V Supplemental, L.P.⁽⁸⁾⁽⁹⁾
Series E Preferred Stock	⁽¹⁾	08/07/2020	⁽¹⁾	C			1,913,347	⁽¹⁾	⁽¹⁾	Series 1 Common Stock	637,782	⁽¹⁾	0	I	By General Catalyst Group V Supplemental, L.P.⁽⁸⁾⁽⁹⁾

Explanation of Responses:

1. Each share of Series A Preferred Stock, Series B Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, and Series F Preferred Stock (a) automatically converted into shares of the Issuer's Series 1 Common Stock at the applicable conversion ratio set forth in the Issuer's certificate of incorporation immediately prior to the completion of the Issuer's initial public offering of Series 1 Common Stock and (b) had no expiration date

2. The reported securities are held directly by General Catalyst Group IV, L.P. General Catalyst GP IV, LLC is the general partner of General Catalyst Partners IV, L.P., which is the general partner of General Catalyst Group IV, L.P. and GC Entrepreneurs Fund IV, L.P. The Reporting Person is a managing director of General Catalyst GP IV, LLC, and, as a result, may be deemed to have voting and dispositive power over the shares held by General Catalyst Group IV, L.P. and GC Entrepreneurs Fund IV, L.P. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest in such securities.

3. The reported securities are held directly by GC Entrepreneurs Fund IV, L.P. General Catalyst GP IV, LLC is the general partner of General Catalyst Partners IV, L.P., which is the general partner of General Catalyst Group IV, L.P. and GC Entrepreneurs Fund IV, L.P. The Reporting Person is a managing director of General Catalyst GP IV, LLC, and, as a result, may be deemed to have voting and dispositive power over the shares held by General Catalyst Group IV, L.P. and GC Entrepreneurs Fund IV, L.P. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest in such securities.

4. The reported securities are held directly by General Catalyst Group V, L.P. General Catalyst GP V, LLC is the general partner of General Catalyst Partners V, L.P., which is the general partner of General Catalyst Group V, L.P., GC Entrepreneurs Fund V, L.P. and General Catalyst Group V Supplemental, L.P. The Reporting Person is a managing director of General Catalyst GP V, LLC, and, as a result, may be deemed to have voting and dispositive power over the shares held by General Catalyst Group V, L.P., GC Entrepreneurs Fund V, L.P., and General Catalyst Group V Supplemental, L.P. GCGM Investment Holdings, L.P. is a limited partner of General Catalyst Partners V, L.P. with a pecuniary interest in the reported securities.

5. (Continued from Footnote 4) GC Partners Holdings, L.P. is a limited partner of GCGM Investment Holdings, L.P. with a pecuniary interest in the reported securities. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest in such securities.

6. The reported securities are held directly by GC Entrepreneurs Fund V, L.P. General Catalyst GP V, LLC is the general partner of General Catalyst Partners V, L.P., which is the general partner of General Catalyst Group V, L.P., GC Entrepreneurs Fund V, L.P. and General Catalyst Group V Supplemental, L.P. The Reporting Person is a managing director of General Catalyst GP V, LLC, and, as a result, may be deemed to have voting and dispositive power over the shares held by General Catalyst Group V, L.P., GC Entrepreneurs Fund V, L.P., and General Catalyst Group V Supplemental, L.P. GCGM Investment Holdings, L.P. is a limited partner of General Catalyst Partners V, L.P. with a pecuniary interest in the reported securities.

7. (Continued from Footnote 6) GC Partners Holdings, L.P. is a limited partner of GCGM Investment Holdings, L.P. with a pecuniary interest in the reported securities. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest in such securities.

8. The reported securities are held directly by General Catalyst Group V Supplemental, L.P. General Catalyst GP V, LLC is the general partner of General Catalyst Partners V, L.P., which is the general partner of General Catalyst Group V, L.P., GC Entrepreneurs Fund V, L.P. and General Catalyst Group V Supplemental, L.P. The Reporting Person is a managing director of General Catalyst GP V, LLC, and, as a result, may be deemed to have voting and dispositive power over the shares held by General Catalyst Group V, L.P., GC Entrepreneurs Fund V, L.P., and General Catalyst Group V Supplemental, L.P. GCGM Investment Holdings, L.P. is a limited partner of General Catalyst Partners V, L.P. with a pecuniary interest in the reported securities.

9. (Continued from Footnote 8) GC Partners Holdings, L.P. is a limited partner of GCGM Investment Holdings, L.P. with a pecuniary interest in the reported securities. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest in such securities.

Remarks:

	/s/ Jeff Mengoli as Attorney-in-Fact for Lawrence S. Bohn	08/11/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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Lawrence S Bohn Form 4BigCommerce / LAWRENCE S BOHN ownership change