BigCommerce (BIGC) Form 4 Change in insider ownership

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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X

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^*

Revolution Growth UGP II, LLC

(Last) (First) (Middle)

1717 RHODE ISLAND AVENUE, NW

SUITE 1000

(Street)

WASHINGTON DC 20036

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
11/17/2020

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
Series 1 Common Stock	11/17/2020		S		674,083	D	$65.79	5,825,673	I	By: Revolution Growth II, LP(1)

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

1. Name and Address of Reporting Person^*

Revolution Growth UGP II, LLC

(Last) (First) (Middle)

1717 RHODE ISLAND AVENUE, NW

SUITE 1000

(Street)

WASHINGTON DC 20036

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Revolution Growth GP II, LP

(Last) (First) (Middle)

1717 RHODE ISLAND AVENUE, NW

SUITE 1000

(Street)

WASHINGTON DC 20036

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

REVOLUTION GROWTH II, LP

(Last) (First) (Middle)

1717 RHODE ISLAND AVENUE, NW

SUITE 1000

(Street)

WASHINGTON DC 20036

(City) (State) (Zip)

Explanation of Responses:

1. These securities are held directly by Revolution Growth II, LP ("Revolution II"). Revolution Growth UGP II, LLC is the general partner of Revolution Growth GP II, LP, which is the general partner of Revolution II. Revolution Growth UGP II, LLC and Revolution Growth GP II, LP may be deemed to have voting and dispositive power with respect to these shares. Each of the reporting persons disclaims beneficial ownership of the shares reported herein except to the extent of its respective pecuniary interest therein.

Remarks:

	Revolution Growth UGP II, LLC; By: /s/ Steven Murray, operating manager	11/19/2020
	Revolution Growth GP II, LP; By: Revolution Growth UGP II, LLC, its general partner; By: /s/ Steven Murray, operating manager	11/19/2020
	Revolution Growth II, LP; By: Revolution Growth GP II, LP, its general partner; By: Revolution Growth UGP II, LLC, its general partner; By: /s/ Steven Murray, operating manager	11/19/2020
	** Signature of Reporting Person	Date
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