SEC Filing | BigCommerce Holdings, Inc.

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SEC FORM 3 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^*

Duvall Jimmy

(Last)

(First)

(Middle)

C/O BIGCOMMERCE HOLDINGS, INC.

11305 FOUR POINTS DR, BLDG II, 3RD FLOOR

(Street)

AUSTIN

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)

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

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)
Series 1 Common Stock	61,624⁽¹⁾	D

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Incentive Stock Option (Right to Buy)	11/07/2017⁽²⁾	11/07/2026	Series 1 Common Stock	149,788	0.39	D
Non-Qualified Stock Option (Right to Buy)	12/31/2017⁽³⁾	12/31/2027	Series 1 Common Stock	50,193	1.86	D
Non-Qualified Stock Option (Right to Buy)	11/30/2018⁽³⁾	11/30/2028	Series 1 Common Stock	83,333	3.03	D
Incentive Stock Option (Right to Buy)	11/07/2017⁽²⁾	11/07/2026	Series 1 Common Stock	141,240	0.39	I	See Footnote⁽⁴⁾

Explanation of Responses:

1. Represents restricted stock units which vest and settle upon the satisfaction of both a service condition and a liquidity event condition. The liquidity event condition is satisfied upon the occurrence of a qualifying event, defined as the effectiveness of an initial public offering or the consummation of a change of control transaction. The service condition provides that the restricted stock units vest and settle in four equal annual installments beginning May 27, 2021.

2. 1/4 of the option shares became exercisable on 11/07/2017, with an additional 1/48 of the option shares becoming exercisable every month thereafter.

3. Option was immediately exercisable on the date of grant.

4. Options, which pursuant to the terms of the Issuer's equity incentive plan are not transferable pursuant to a divorce decreee, which are held in the name of the reporting person for the benefit of the reporting person's ex-spouse pursuant to a divoce decree.

Remarks:

	/s/ Jeff Mengoli as Attorney-in-Fact for Jimmy Duvall	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).
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.

                               POWER OF ATTORNEY
                       FOR SECTION 16 REPORTING PURPOSES

    Know all by these presents, that the undersigned hereby constitutes and
appoints each of Jeff Mengoli, Chuck Cassidy and Justin Bowes, or any of them
signing singly, and with full power of substitution, as the undersigned's true
and lawful attorney-in-fact to:

    (1) prepare and execute for and on behalf of the undersigned Forms 3, 4 and
        5 in accordance with Section 16(a) of the Securities Exchange Act of
        1934 and the rules thereunder, and any other forms or reports the
        undersigned may be required to file in connection with the undersigned's
        ownership, acquisition or disposition of securities of BigCommerce
        Holdings, Inc. (the "Company");

    (2) do and perform any and all acts for and on behalf of the undersigned
        that may be necessary or desirable to complete and execute any such Form
        3, 4 or 5, or other form or report, and timely file such form or report
        with the United States Securities and Exchange Commission and any stock
        exchange or similar authority; and

    (3) take any other action of any type whatsoever in connection with the
        foregoing that, in the opinion of such attorney-in-fact, may be of
        benefit to, in the best interest of or legally required by the
        undersigned, it being understood that the documents executed by such
        attorney-in-fact on behalf of the undersigned pursuant to this Power of
        Attorney shall be in such form and shall contain such terms and
        conditions as such attorney-in-fact may approve in such attorney-in-
        fact's discretion.

    The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted.  The undersigned acknowledges that the foregoing attorney-in-fact, in
serving in such capacity at the request of the undersigned, is not assuming, nor
is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934.

    This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

    IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 17th day of July, 2020.


                                            /s/ Jimmy Duvall
                                    -------------------------------
                                    Name:   Jimmy Duvall