Bill.com (BILL) Form 4 BILL / Rene A. Lacerte 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^*

Lacerte Rene A.

(Last) (First) (Middle)

C/O BILL HOLDINGS, INC.

6220 AMERICA CENTER DR., SUITE 100

(Street)

SAN JOSE CA 95002

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BILL Holdings, Inc. [ BILL ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/28/2024

4. 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 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	02/28/2024		M		10,000	A	(1)	98,660(2)	D
Common Stock	02/28/2024		M		2,785	A	(1)	101,445	D
Common Stock	02/28/2024		M		5,359	A	(1)	106,804	D
Common Stock	02/28/2024		M		3,658	A	(1)	110,462	D
Common Stock	02/28/2024		M		2,367	A	(3)	112,829	D
Common Stock	02/28/2024		F		9,966(4)	D	$63.76	102,863	D
Common Stock								1,708,749	I	See footnote(5)
Common Stock								135,000	I	See footnote(6)
Common Stock								135,000	I	See footnote(6)
Common Stock								163,125	I	See footnote(7)
Common Stock								163,125	I	See footnote(8)
Common Stock								205,000	I	See footnote(9)

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
Restricted Stock Unit	(1)	02/28/2024		M			10,000	(10)	(10)	Common Stock	10,000	$0	10,000	D
Restricted Stock Unit	(1)	02/28/2024		M			2,785	(11)	(11)	Common Stock	2,785	$0	16,712	D
Restricted Stock Unit	(1)	02/28/2024		M			5,359	(12)	(12)	Common Stock	5,359	$0	53,589	D
Restricted Stock Unit	(1)	02/28/2024		M			3,658	(13)	(13)	Common Stock	3,658	$0	51,209	D
Performance Stock Units	(3)	02/28/2024		M			2,367	(14)	(14)	Common Stock	2,367	$0	14,204	D

Explanation of Responses:

1. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock.

2. Includes 143 shares of the Issuer's Common Stock acquired under the Issuer's employee stock purchase plan on February 6, 2024.

3. Each Performance Stock Unit ("PSU") represents a conditional right to receive one share of the Issuer's Common Stock.

4. Represents shares withheld to satisfy tax withholding obligation in connection with the vesting of RSUs and PSUs.

5. The shares are held by Chung Lacerte Trust U/A dated February 15, 2004, Rene A. Lacerte and Joyce A. Chung, Trustees.

6. The shares are held by a family trust with Rene A. Lacerte and Joyce A. Chung, as Trustors, and Rene A. Lacerte, Joyce A. Chung, and Daniel C. Chung, as Trustees.

7. The shares are held by Ilio Irrevocable Trust, Rene Lacerte and Joyce Chung, Trustees.

8. The shares are held by Nene Irrevocable Trust, Rene Lacerte and Joyce Chung, Trustees.

9. The shares are held by the Makahakama Foundation.

10. The RSUs vest in 16 equal quarterly installments over four years, beginning August 28, 2020, subject to the continuing service of the Reporting Person on each vesting date.

11. The RSUs vest in 16 equal quarterly installments over four years, beginning August 28, 2021, subject to the continuing service of the Reporting Person on each vesting date.

12. The RSUs vest in 16 equal quarterly installments over four years, beginning August 28, 2022, subject to the continuing service of the Reporting Person on each vesting date.

13. The RSUs vest in 16 equal quarterly installments over four years, beginning November 28, 2023, subject to the continuing service of the Reporting Person on each vesting date.

14. The PSUs vest over three years; 1/3rd vests on August 28, 2023, and thereafter the remaining 2/3rd will vest quarterly over two years, subject to the continuing service of the Reporting Person on each vesting date.

	/s/ Rajesh Aji, Attorney-in-Fact	03/01/2024
	** 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).
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