Capital Management Co. VII, L.L.C. Benchmark Form 4 1stdibs.com / Capital Partners V L P Benchmark 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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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^*

Benchmark Capital Management Co. V, L.L.C.

(Last) (First) (Middle)

2965 WOODSIDE ROAD

(Street)

WOODSIDE CA 94062

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
1stdibs.com, Inc. [ DIBS ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/14/2021

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

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

	Form filed by One Reporting Person
X	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/14/2021		C		7,220,666	A	(1)	7,220,666	I	See footnotes(2)(3)(4)
Common Stock	06/14/2021		C		87,166	A	(5)	87,166	I	See footnotes(2)(3)(6)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock	(1)	06/14/2021		C			7,220,666	(1)	(1)	Common Stock	7,220,666	$0.00	0	I	See footnotes(2)(3)(4)
Series B Preferred Stock	(5)	06/14/2021		C			87,166	(5)	(5)	Common Stock	87,166	$0.00	0	I	See footnotes(2)(3)(6)

1. Name and Address of Reporting Person^*

Benchmark Capital Management Co. V, L.L.C.

(Last) (First) (Middle)

2965 WOODSIDE ROAD

(Street)

WOODSIDE CA 94062

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BENCHMARK FOUNDERS FUND V LP

(Last) (First) (Middle)

2965 WOODSIDE ROAD

(Street)

WOODSIDE 94062

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Benchmark Capital Partners V L P

(Last) (First) (Middle)

2965 WOODSIDE ROAD

(Street)

WOODSIDE CA 94062

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Benchmark Founders Fund V-A LP

(Last) (First) (Middle)

2965 WOODSIDE ROAD

(Street)

WOODSIDE CA 94062

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Benchmark Founders Fund V-B LP

(Last) (First) (Middle)

2965 WOODSIDE ROAD

(Street)

WOODSIDE CA 94062

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Benchmark Capital Management Co. VII, L.L.C.

(Last) (First) (Middle)

2965 WOODSIDE ROAD

(Street)

WOODSIDE CA 94062

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Benchmark Capital Partners VII, L.P.

(Last) (First) (Middle)

2965 WOODSIDE ROAD

(Street)

WOODSIDE CA 94062

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Benchmark Founders' Fund VII, L.P.

(Last) (First) (Middle)

2965 WOODSIDE ROAD

(Street)

WOODSIDE CA 94062

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Benchmark Founders' Fund VII-B, L.P.

(Last) (First) (Middle)

2965 WOODSIDE ROAD

(Street)

WOODSIDE CA 94062

(City) (State) (Zip)

Explanation of Responses:

1. The Issuer's Series A Preferred Stock converted into Common Stock on a 1-for-1 basis immediately prior to the closing of the Issuer's initial public offering (the "IPO").

2. The shares are held directly by (i) Benchmark Capital Partners V, L.P. ("BCP V") for itself and as nominee for Benchmark Founders' Fund V, L.P. ("BFF V"), Benchmark Founders' Fund V-A, L.P. ("BFF V-A"), Benchmark Founders' Fund V-B, L.P. ("BFF V-B") and related individuals and (ii) Benchmark Capital Partners VII, L.P. ("BCP VII") for itself and as nominee for Benchmark Founders' Fund VII, L.P. ("BFF VII") and Benchmark Founders' Fund VII-B, L.P. ("BFF VII-B"). Benchmark Capital Management Co. V, L.L.C. ("BCMC V"), the general partner of BCP V, BFF V, BFF V-A and BFF V-B, and Benchmark Capital Management Co. VII, L.L.C. ("BCMC VII"), the general partner for BCP VII, BFF VII and BFF VII-B may be deemed to have sole voting and dispositive power over the securities.

3. (Continued from Footnote 2) Alexandre Balkanski, Robert C. Kagle, Bruce W. Dunlevie, Peter H. Fenton, J. William Gurley, Kevin R. Harvey, Mitchell H. Lasky and Steven M. Spurlock are the managing members of BCMC V, and each of them may be deemed to share voting and dispositive power over the securities held by such entities. Matthew R. Cohler, a member of the Issuer's board of directors, Bruce W. Dunlevie, Peter H. Fenton, J. William Gurley, Kevin R. Harvey, Mitchell H. Lasky and Steven M. Spurlock are the managing members of BCMC VII, and each of them may be deemed to share voting and dispositive power over the securities held by such entities. Each such person and entity disclaims the existence of a "group" and disclaims beneficial ownership of the securities, except to the extent of such person's or entity's pecuniary interest in such securities.

4. Consists of 3,610,333 shares held of record by BCP V and 3,610,333 shares held of record by BCP VII.

5. The Issuer's Series B Preferred Stock converted into Common Stock on a 1-for-1 basis immediately prior to the closing of the Issuer's IPO.

6. Consists of 43,583 shares held of record by BCP V and 43,583 shares held of record by BCP VII.

Remarks:

This report is one of three reports, each on a separate Form 3, but relating to the same holdings being filed by entities affiliated with Benchmark and their applicable members. The filing of this statement shall not be deemed an admission that the reporting person is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any equity securities covered by this statement.

	By: /s/ An-Yen Hu, by power of attorney for Benchmark Capital Management Co. V, L.L.C.	06/16/2021
	By: /s/ An-Yen Hu, by power of attorney for Benchmark Capital Management Co. V, L.L.C., the General Partner of Benchmark Capital Partners V, L.P.	06/16/2021
	By: /s/ An-Yen Hu, by power of attorney for Benchmark Capital Management Co. V, L.L.C., the General Partner of Benchmark Founders' Fund V, L.P.	06/16/2021
	By: /s/ An-Yen Hu, by power of attorney for Benchmark Capital Management Co. V, L.L.C., the General Partner of Benchmark Founders' Fund V-A, L.P.	06/16/2021
	By: : /s/ An-Yen Hu, by power of attorney for Benchmark Capital Management Co. V, L.L.C., the General Partner of Benchmark Founders' Fund V-B, L.P.	06/16/2021
	By: /s/ An-Yen Hu, by power of attorney for Benchmark Capital Management Co. VII, L.L.C.	06/16/2021
	By: /s/ An-Yen Hu, by power of attorney for Benchmark Capital Management Co. VII, L.L.C., the General Partner of Benchmark Capital Partners VII, L.P.	06/16/2021
	By: /s/ An-Yen Hu, by power of attorney for Benchmark Capital Management Co. VII, L.L.C., the General Partner of Benchmark Founders' Fund VII, L.P.	06/16/2021
	By: /s/ An-Yen Hu, by power of attorney for Benchmark Capital Management Co. VII, L.L.C., the General Partner of Benchmark Founders' Fund VII-B, L.P.	06/16/2021
	** Signature of Reporting Person	Date
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