| 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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| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol BigCommerce Holdings, Inc. [ BIGC ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 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)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| 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) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| 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) | ||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| 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. Lawrence Bohn, a member of Issuer's board of directors, Joel Cutler, and David Fialkow are managing directors 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. Each of the reporting persons and entities disclaims beneficial ownership of the reported securities except to the extent of such person's or entity's 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. Lawrence Bohn, a member of Issuer's board of directors, Joel Cutler, and David Fialkow are managing directors 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. Each of the reporting persons and entities disclaims beneficial ownership of the reported securities except to the extent of such person's or entity's 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. Lawrence Bohn, a member of Issuer's board of directors, Joel Cutler, and David Fialkow are managing directors 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. Each of the reporting persons and entities disclaims beneficial ownership of the reported securities except to the extent of such person's or entity's 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. Lawrence Bohn, a member of Issuer's board of directors, Joel Cutler, and David Fialkow are managing directors 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. Each of the reporting persons and entities disclaims beneficial ownership of the reported securities except to the extent of such person's or entity's 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. Lawrence Bohn, a member of Issuer's board of directors, Joel Cutler, and David Fialkow are managing directors 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. Each of the reporting persons and entities disclaims beneficial ownership of the reported securities except to the extent of such person's or entity's pecuniary interest in such securities. |
| Remarks: |
| This report is one of two reports, each on a separate Form 4, but relating to the same transaction being filed by entities affiliated with General Catalyst. |
| General Catalyst GP V, LLC, the General Partner for General Catalyst Partners V, L.P., the General Partner for General Catalyst Group V, L.P.; By: /s/ Christopher McCain, Chief Legal Officer | 08/11/2020 | |
| General Catalyst Partners V, L.P. General Catalyst Partners V, L.P., Its General Partner, By: General Catalyst GP V, LLC, Its General Partner;; By: /s/ Christopher McCain, Chief Legal Officer | 08/11/2020 | |
| General Catalyst Group V, L.P., By: General Catalyst Partners V, L.P., Its General Partner, By: General Catalyst GP V, LLC, Its General Partner; By: /s/ Christopher McCain, Chief Legal Officer | 08/11/2020 | |
| GC Entrepreneurs Fund V, L.P., By: General Catalyst Partners V, L.P., Its General Partner, By: General Catalyst GP V, LLC, Its General Partner; By: /s/ Christopher McCain, Chief Legal Officer | 08/11/2020 | |
| General Catalyst Group V Supplemental, L.P., By: General Catalyst Partners V, L.P., its General Partner, By: General Catalyst GP V, LLC, its General Partner' By: /s/ Christopher McCain, Chief Legal Officer | 08/11/2020 | |
| GC Partners Holdings, L.P.; By: General Catalyst Group Management Holdings GP, LLC, its General Partner; By: /s/ Christopher McCain, Chief Legal Officer | 08/11/2020 | |
| GCGM Investment Holdings, L.P., By: General Catalyst Group Management Holdings GP, LLC, its General Partner; By: /s/ Christopher McCain, Chief Legal Officer | 08/11/2020 | |
| /s/ Christopher McCain, attorney-in-fact for David Fialkow | 08/11/2020 | |
| /s/ Christopher McCain, attorney-in-fact for Joel Cutler | 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||
