UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
BigCommerce Holdings, Inc.
(Name of Issuer)
Series 1 common stock, $0.0001 par value per share
(Title of Class of Securities)
08975P 108
(CUSIP Number)
December 31, 2020
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1(b) |
| ☐ | Rule 13d-1(c) |
| ☒ | Rule 13d-1(d) |
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 08975P 108 | Schedule 13G | Page 2 of 5 Pages |
| 1 |
NAME OF REPORTING PERSON: I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
Wadih Machaalani | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Australia | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
4,959,675 shares | ||||
| 6 | SHARED VOTING POWER
0 shares | |||||
| 7 | SOLE DISPOSITIVE POWER
4,959,675 shares | |||||
| 8 | SHARED DISPOSITIVE POWER
0 shares | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,959,675 shares | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.1% (1) | |||||
| 12 | TYPE OF REPORTING PERSON*
IN | |||||
| (1) | Based on 69,683,237 shares of common stock outstanding on December 31, 2020. |
| CUSIP No. 08975P 108 | Schedule 13G | Page 3 of 5 Pages |
| Item 1. | |
| (a) | Name of Issuer: |
BigCommerce Holdings, Inc.
| (b) | Address of Issuer’s Principal Executive Offices: |
11305 Four Points Drive
Building II, Third Floor
Austin, Texas 78726
| Item 2. | |
| (a) | Name of Person Filing: |
Wadih Machaalani
| (b) | Address of Principal Business Office or, if none, Residence: |
c/o BigCommerce Holdings, Inc.
11305 Four Points Drive
Building II, Third Floor
Austin, Texas 78726
| (c) | Citizenship: Australia |
| (d) | Title of Class of Securities: Series 1 common stock, $0.0001 par value per share |
| (e) | CUSIP Number: 08975P 108 |
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) | ☐ | Broker or dealer registered under section 15 of the Act | ||||
| (b) | ☐ | Bank as defined in section 3(a)(6) of the Act | ||||
| (c) | ☐ | Insurance company as defined in section 3(a)(19) of the Act | ||||
| (d) | ☐ | Investment company registered under section 8 of the Investment Company Act of 1940 | ||||
| (e) | ☐ | An investment adviser in accordance with §240.13d-1(b)(1(ii)(E) | ||||
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F) | ||||
| (g) | ☐ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G) | ||||
| (h) | ☐ | A savings association as defined in section 3(b) of the Federal Deposit Insurance Act | ||||
| (i) | ☐ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 | ||||
| (j) | ☐ | Group, in accordance with §240.13d-1(b)-1(ii)(J) | ||||
Not applicable.
| Item 4. | Ownership |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| (a) | Amount Beneficially Owned: 4,959,675 shares |
| (b) | Percent of Class: 7.1% (1) |
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: 4,959,675 shares |
| CUSIP No. 08975P 108 | Schedule 13G | Page 4 of 5 Pages |
| (ii) | Shared power to vote or to direct the vote: 0 shares |
| (iii) | Sole power to dispose or to direct the disposition of: 4,959,675 shares |
| (iv) | Shared power to dispose or to direct the disposition of: 0 shares |
| Item 5. | Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.
Not applicable.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group |
Not applicable.
| Item 9. | Notice of Dissolution of Group |
Not applicable.
| Item 10. | Certification |
Not applicable.
| CUSIP No. 08975P 108 | Schedule 13G | Page 5 of 5 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 10, 2021
| By: | /s/ Wadih Machaalani | |
| Wadih Machaalani |