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^*

MURRAY STEVEN JOSEPH

(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)

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)
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)
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).
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 12th day of July, 2020.


                                          /s/ Steven Joseph Murray
                                    -----------------------------------
                                    Name:  Steven Joseph Murray