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^*

BOHN LAWRENCE S

(Last)

(First)

(Middle)

C/O GENERAL CATALYST PARTNERS

20 UNIVERSITY ROAD 4TH FLOOR

(Street)

CAMBRIDGE

02138

(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	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 A Preferred Stock	⁽¹⁾	⁽¹⁾	Series 1 Common Stock	3,628,722	⁽¹⁾	I	See Footnote⁽²⁾
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Series 1 Common Stock	96,279	⁽¹⁾	I	See Footnote⁽³⁾
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Series 1 Common Stock	1,216,279	⁽¹⁾	I	See Footnote⁽⁴⁾⁽⁵⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Series 1 Common Stock	610,438	⁽¹⁾	I	See Footnote⁽⁴⁾⁽⁵⁾
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Series 1 Common Stock	64,165	⁽¹⁾	I	See Footnote⁽⁴⁾⁽⁵⁾
Series F Preferred Stock	⁽¹⁾	⁽¹⁾	Series 1 Common Stock	60,274	⁽¹⁾	I	See Footnote⁽⁴⁾⁽⁵⁾
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Series 1 Common Stock	25,388	⁽¹⁾	I	See Footnote⁽⁶⁾⁽⁷⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Series 1 Common Stock	71,657	⁽¹⁾	I	See Footnote⁽⁶⁾⁽⁷⁾
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Series 1 Common Stock	5,715	⁽¹⁾	I	See Footnote⁽⁶⁾⁽⁷⁾
Series E Preferred Stock	⁽¹⁾	⁽¹⁾	Series 1 Common Stock	13,313	⁽¹⁾	I	See Footnote⁽⁶⁾⁽⁷⁾
Series F Preferred Stock	⁽¹⁾	⁽¹⁾	Series 1 Common Stock	1,258	⁽¹⁾	I	See Footnote⁽⁶⁾⁽⁷⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Series 1 Common Stock	2,822,466	⁽¹⁾	I	See Footnote⁽⁸⁾⁽⁹⁾
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Series 1 Common Stock	209,642	⁽¹⁾	I	See Footnote⁽⁸⁾⁽⁹⁾
Series E Preferred Stock	⁽¹⁾	⁽¹⁾	Series 1 Common Stock	637,782	⁽¹⁾	I	See Footnote⁽⁸⁾⁽⁹⁾

Explanation of Responses:

1. Each share of Series A Preferred Stock, Series B Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, and Series F 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 General Catalyst Group IV, L.P. General Catalyst GP IV, LLC is the general partner of General Catalyst Partners IV, L.P., which is the general partner of General Catalyst Group IV, L.P. and GC Entrepreneurs Fund IV, L.P. The Reporting Person is a managing director of General Catalyst GP IV, LLC, and, as a result, may be deemed to have voting and dispositive power over the shares held by General Catalyst Group IV, L.P. and GC Entrepreneurs Fund IV, L.P. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest in such securities.

3. The reported securities are held directly by GC Entrepreneurs Fund IV, L.P. General Catalyst GP IV, LLC is the general partner of General Catalyst Partners IV, L.P., which is the general partner of General Catalyst Group IV, L.P. and GC Entrepreneurs Fund IV, L.P. The Reporting Person is a managing director of General Catalyst GP IV, LLC, and, as a result, may be deemed to have voting and dispositive power over the shares held by General Catalyst Group IV, L.P. and GC Entrepreneurs Fund IV, L.P. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest in such securities.

4. The reported securities are held directly by General Catalyst Group V, L.P. General Catalyst GP V, LLC is the general partner of General Catalyst Partners V, L.P., which is the general partner of General Catalyst Group V, L.P., GC Entrepreneurs Fund V, L.P. and General Catalyst Group V Supplemental, L.P. The Reporting Person is a managing director of General Catalyst GP V, LLC, and, as a result, may be deemed to have voting and dispositive power over the shares held by General Catalyst Group V, L.P., GC Entrepreneurs Fund V, L.P., and General Catalyst Group V Supplemental, L.P. GCGM Investment Holdings, LP is a limited partner of General Catalyst Partners V, L.P. with a pecuniary interest in the reported securities. GC Partners Holdings, L.P. is a limited partner of GCGM Investment Holdings, LP with a pecuniary interest in the reported securities.

5. (Continued from footnote 4) The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest in such securities.

6. The reported securities are held directly by GC Entrepreneurs Fund V, L.P. General Catalyst GP V, LLC is the general partner of General Catalyst Partners V, L.P., which is the general partner of General Catalyst Group V, L.P., GC Entrepreneurs Fund V, L.P. and General Catalyst Group V Supplemental, L.P. The Reporting Person is a managing director of General Catalyst GP V, LLC, and, as a result, may be deemed to have voting and dispositive power over the shares held by General Catalyst Group V, L.P., GC Entrepreneurs Fund V, L.P., and General Catalyst Group V Supplemental, L.P. GCGM Investment Holdings, LP is a limited partner of General Catalyst Partners V, L.P. with a pecuniary interest in the reported securities. GC Partners Holdings, L.P. is a limited partner of GCGM Investment Holdings, LP with a pecuniary interest in the reported securities.

7. (Continued from footnote 6) The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest in such securities.

8. The reported securities are held directly by General Catalyst Group V Supplemental, L.P. General Catalyst GP V, LLC is the general partner of General Catalyst Partners V, L.P., which is the general partner of General Catalyst Group V, L.P., GC Entrepreneurs Fund V, L.P. and General Catalyst Group V Supplemental, L.P. The Reporting Person is a managing director of General Catalyst GP V, LLC, and, as a result, may be deemed to have voting and dispositive power over the shares held by General Catalyst Group V, L.P., GC Entrepreneurs Fund V, L.P., and General Catalyst Group V Supplemental, L.P. GCGM Investment Holdings, LP is a limited partner of General Catalyst Partners V, L.P. with a pecuniary interest in the reported securities. GC Partners Holdings, L.P. is a limited partner of GCGM Investment Holdings, LP with a pecuniary interest in the reported securities.

9. (Continued from footnote 8) The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest in such securities.

Remarks:

	/s/ Jeff Mengoli as Attorney-in-Fact for Lawrence S. Bohn	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 asof this 9th day of July, 2020.


                                        /s/ Lawrence S. Bohn
                                   -----------------------------------
                                   Name:   Lawrence S. Bohn