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*
(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) 11/30/2021 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) 12/02/2021 | 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 | 11/30/2021 | P(1) | 422,319 | A | $28.72(2) | 659,907(3)(4) | I | By Hilary Bellm 2021 Family Trust through its partnership interest in Elkmont Ltd. | ||
| Series 1 Common Stock | 11/30/2021 | P(1) | 419,680 | A | $28.72(2) | 659,907(3)(4) | I | By Brent Bellm Spousal Trust through its partnership interest in Elkmont Ltd. | ||
| Series 1 Common Stock | 11/30/2021 | S(1) | 422,319 | D | $28.72(2) | 0.00(3)(4) | I | By Brent Bellm through his partnership interests in Elkmont Ltd. | ||
| Series 1 Common Stock | 11/30/2021 | S(1) | 419,680 | D | $28.72(2) | 0.00(3)(4) | I | By Hilary Bellm through her partnership interests in Elkmont Ltd. | ||
| 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 | ||||||||
| Explanation of Responses: |
| 1. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted on August 18, 2021. |
| 2. The reported price is the fair market value of the limited partnership interests on November 30, 2021, as determined by an independent appraiser. |
| 3. In connection with the reporting person's estate plan and following the aforementioned transactions, the reporting person and the reporting person's spouse sold 31.9984% and 31.7984%, respectively, limited partnership interests in Elkmont to the IDGTs in a private transaction. The Elkmont limited partnership interests were sold to the IDGTs in exchange for the issuance of promissory notes in favor of the reporting person and the reporting person's spouse, in an aggregate amount equal to the fair market value of the partnership interests on November 30, 2021, as determined by an independent appraiser within 90 days of the transaction. |
| 4. In connection with the reporting person's estate plan, the reporting person and the reporting person's spouse gifted 18.0% and 18.2%, respectively, of the limited partnership interests in Elkmont to intentionally defective grantor trusts ("IDGT"), the sole beneficiaries of which are the reporting person or the reporting person's spouse and the reporting person's children. The reporting person is the sole trustee of the IDGTs. |
| Remarks: |
| EXPLANATORY NOTE: THIS AMENDMENT ON FORM 4/A IS BEING FILED TO AMEND THE FORM 4 FILED ON NOVEMBER 30, 2021 SOLELY TO REPORT THE PER SHARE PRICE IN BOX 4 OF TABLE I WHICH HAD NOT BEEN CALCULATED AS OF THE ORIGINAL FILING DATE. EXCEPT FOR SUCH PRICE AND THE RELATED FOOTNOTE 2, ALL OTHER REPORTED INFORMATION IN THE ORIGINAL FORM 4 REMAINS UNCHANGED. THE INFORMATION REPORTED IN THIS AMENDMENT DOES NOT REFLECT ANY TRANSACTIONS IN THE ISSUER'S SECURTIES BY THE REPORTING PERSON ON THE DATE HEREOF, AND NOTHING CONTAINED HEREIN IMPACTED THE AGGREGATE NUMBER OF SHARES REPORTED AS BENEFICIALLY OWNED BY THE REPORTING PERSON. |
| /s /Jeff Mengoli, Attorney-in-Fact for Brent Bellm | 03/01/2022 | |
| ** 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. | ||