Murray Steven Joseph Form 3 BigCommerce / STEVEN JOSEPH MURRAY ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

MURRAY STEVEN JOSEPH

(Last) (First) (Middle)

C/O BIGCOMMERCE HOLDINGS, INC.

11305 FOUR POINTS DR, BLDG II, 3RD FLOOR

(Street)

AUSTIN TX 78726

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/04/2020

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

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series C Preferred Stock	(1)	(1)	Series 1 Common Stock	5,603,785	(1)	I	See Footnote(2)
Series D Preferred Stock	(1)	(1)	Series 1 Common Stock	279,522	(1)	I	See Footnote(2)
Series E Preferred Stock	(1)	(1)	Series 1 Common Stock	616,449	(1)	I	See Footnote(2)
Series D Preferred Stock	(1)	(1)	Series 1 Common Stock	2,032,894	(1)	I	See Footnote(3)
Series E Preferred Stock	(1)	(1)	Series 1 Common Stock	259,414	(1)	I	See Footnote(3)

Explanation of Responses:

1. Each share of Series C Preferred Stock, Series D Preferred Stock, and Series E Preferred Stock (a) shall automatically convert into shares of 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) has no expiration date.

2. The reported securities are held directly by Revolution Growth II, LP ("Revolution II"). The Reporting Person is the operating manager of Revolution Growth UGP II, LLC, the general partner of Revolution Growth GP II, LP, which is the general partner of Revolution II. Revolution Growth UGP II, LLC, Revolution Growth GP II, LP and the Reporting Person may be deemed to have voting and dispositive power with respect to these shares. The Reporting Person disclaims beneficial ownership of the shares held by Revolution II except to the extent of his pecuniary interest therein,

3. The reported securities are held directly by Softbank Princeville Investments, L.P. ("Softbank Princeville"). The Reporting Person is the managing member of SB PV GP LLC, which is the general partner of SB PV GP, L.P., the general partner of Softbank Princeville. The Reporting Person may be deemed to have voting and dispositive power with respect to these shares. The Reporting Person disclaims beneficial ownership of the shares held by Softbank Princeville except to the extent of his pecuniary interest therein,

Remarks:

	/s/ Jeff Mengoli as Attorney-in-Fact for Steven Murray	08/04/2020
	** 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 5 (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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