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* General Catalyst GP IV, LLC (Last) (First) (Middle) C/O GENERAL CATALYST PARTNERS 20 UNIVERSITY ROAD 4TH FLOOR, (Street) CAMBRIDGE MA 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) 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) Form filed by One Reporting Person X 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 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 footnotes(4)(5)
Series B Preferred Stock	(1)	(1)	Series 1 Common Stock	610,438	(1)	I	See footnotes(4)(5)
Series D Preferred Stock	(1)	(1)	Series 1 Common Stock	64,165	(1)	I	See footnotes(4)(5)
Series F Preferred Stock	(1)	(1)	Series 1 Common Stock	60,274	(1)	I	See footnotes(4)(5)
Series A Preferred Stock	(1)	(1)	Series 1 Common Stock	25,388	(1)	I	See footnotes(6)(7)
Series B Preferred Stock	(1)	(1)	Series 1 Common Stock	71,657	(1)	I	See footnotes(6)(7)
Series D Preferred Stock	(1)	(1)	Series 1 Common Stock	5,715	(1)	I	See footnotes(6)(7)
Series E Preferred Stock	(1)	(1)	Series 1 Common Stock	13,313	(1)	I	See footnotes(6)(7)
Series F Preferred Stock	(1)	(1)	Series 1 Common Stock	1,258	(1)	I	See footnotes(6)(7)
Series B Preferred Stock	(1)	(1)	Series 1 Common Stock	2,822,466	(1)	I	See footnotes(8)(9)
Series D Preferred Stock	(1)	(1)	Series 1 Common Stock	209,642	(1)	I	See footnotes(8)(9)
Series E Preferred Stock	(1)	(1)	Series 1 Common Stock	637,782	(1)	I	See footnotes(8)(9)

1. Name and Address of Reporting Person* General Catalyst GP IV, LLC (Last) (First) (Middle) C/O GENERAL CATALYST PARTNERS 20 UNIVERSITY ROAD 4TH FLOOR, (Street) CAMBRIDGE MA 02138 (City) (State) (Zip)

1. Name and Address of Reporting Person* GENERAL CATALYST GROUP IV LP (Last) (First) (Middle) C/O GENERAL CATALYST PARTNERS 20 UNIVERSITY ROAD 4TH FLOOR, (Street) CAMBRIDGE MA 02138 (City) (State) (Zip)

1. Name and Address of Reporting Person* GC ENTREPRENEURS FUND IV L P (Last) (First) (Middle) 20 UNIVERSITY RD, SUITE 450, (Street) CAMBRIDGE MA 02138 (City) (State) (Zip)

1. Name and Address of Reporting Person* General Catalyst Partners IV, L.P. (Last) (First) (Middle) C/O GENERAL CATALYST PARTNERS 20 UNIVERSITY ROAD 4TH FLOOR, (Street) CAMBRIDGE MA 02138 (City) (State) (Zip)

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 the General Catalyst Group IV, L.P. and GC Entrepreneurs Fund IV, L.P. Lawrence Bohn, a member of Issuer's board of directors, Joel Cutler, and David Fialkow are managing directors 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 and GC Entrepreneurs Fund IV, L.P. Each of the reporting persons and entities disclaims beneficial ownership of the reported securities (except to the extent of such person's or entity's 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. Lawrence Bohn, a member of Issuer's board of directors, Joel Cutler, and David Fialkow are managing directors of General Catalyst GP IV, LLC, and, as a result, may be deemed to have voting and dispositive power over the shares held by the General Catalyst Group IV, L.P. and GC Entrepreneurs Fund IV, L.P. Each of the reporting persons and entities disclaims beneficial ownership of the reported securities (except to the extent of such person's or entity's 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. Lawrence Bohn, a member of Issuer's board of directors, Joel Cutler, and David Fialkow are managing directors of the 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, L.P. 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, L.P. with a pecuniary interest in the reported securities.

5. (Continued from Footnote 4) Each of the reporting persons and entities disclaims beneficial ownership of the reported securities (except to the extent of such person's or entity's pecuniary interest in such securities).

6. The reported securities are held directly by GC Entrepreneurs Fund V, L.P. General Catalyst GP V, LLCis 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. Lawrence Bohn, a member of Issuer's board of directors, Joel Cutler, and David Fialkow are managing directors 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, L.P. 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, L.P. with a pecuniary interest in the reported securities.

7. (Continued from Footnote 6) Each of the reporting persons and entities disclaims beneficial ownership of the reported securities (except to the extent of such person's or entity's 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. Lawrence Bohn, a member of Issuer's board of directors, Joel Cutler, and David Fialkow are managing directors of the 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, L.P. 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, L.P. with a pecuniary interest in the reported securities.

9. (Continued from Footnote 8) Each of the reporting persons and entities disclaims beneficial ownership of the reported securities (except to the extent of such person's or entity's pecuniary interest in such securities).

Remarks:

This report is one of two reports, each on a separate Form 3, but relating to the same transaction being filed by entities affiliated with General Catalyst.

	General Catalyst Group IV, LP, By: General Catalyst Partners IV, L.P., Its General Partner, By: General Catalyst GP IV, LLC, Its General Partner; By: /s/ Christopher McCain, Chief Legal Officer	08/04/2020
	GC Entrepreneurs Fund IV, L.P., By: General Catalyst Partners IV, L.P., Its General Partner, by General Catalyst GP IV, LLC, its General Partner; By: /s/ Christopher McCain, Chief Legal Officer	08/04/2020
	General Catalyst GP IV, LLC, the General Partner for General Catalyst Partners IV, L.P., the General Partner for GC Entrepreneurs Fund IV, L.P.; By: /s/ Christopher McCain, Chief Legal Officer	08/04/2020
	General Catalyst Partners IV, L.P.,, the General Partner for General Catalyst Group IV, L.P. and GC Entrepreneurs Fund IV, L.P.; By: /s/ Christopher McCain, Chief Legal Officer	08/04/2020
	** Signature of Reporting Person	Date
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