FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
BigCommerce Holdings, Inc. [ BIGC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/25/2021 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Series 1 Common Stock | 02/25/2021 | M(1) | 16,000 | A | $2.7 | 83,602 | D | |||
Series 1 Common Stock | 02/25/2021 | S(2) | 10,700 | D | $64.1743(3) | 72,902 | D | |||
Series 1 Common Stock | 02/25/2021 | S(2) | 2,800 | D | $65.8901(4) | 70,102 | D | |||
Series 1 Common Stock | 02/25/2021 | S(2) | 1,100 | D | $66.8692(5) | 69,002 | D | |||
Series 1 Common Stock | 02/25/2021 | S(2) | 800 | D | $68.2687(6) | 68,202 | D | |||
Series 1 Common Stock | 02/25/2021 | S(2) | 300 | D | $69.2567(7) | 67,902 | D | |||
Series 1 Common Stock | 02/25/2021 | S(2) | 300 | D | $70.24(8) | 67,602(9) | D | |||
Series 1 Common Stock | 02/25/2021 | M(1) | 9,365 | A | $2.7 | 9,365 | I(10) | By Ex-Spouse | ||
Series 1 Common Stock | 02/25/2021 | S(2) | 2,250 | D | $62.0824(11) | 7,115 | I(10) | By Ex-Spouse | ||
Series 1 Common Stock | 02/25/2021 | S(2) | 2,354 | D | $62.9291(12) | 4,761 | I(10) | By Ex-Spouse | ||
Series 1 Common Stock | 02/25/2021 | S(2) | 1,200 | D | $63.9732(13) | 3,561 | I(10) | By Ex-Spouse | ||
Series 1 Common Stock | 02/25/2021 | S(2) | 747 | D | $65.019(14) | 2,814 | I(10) | By Ex-Spouse | ||
Series 1 Common Stock | 02/25/2021 | S(2) | 1,700 | D | $66.1029(15) | 1,114 | I(10) | By Ex-Spouse | ||
Series 1 Common Stock | 02/25/2021 | S(2) | 414 | D | $67.083(16) | 700 | I(10) | By Ex-Spouse | ||
Series 1 Common Stock | 02/25/2021 | S(2) | 400 | D | $68.2075(17) | 300 | I(10) | By Ex-Spouse | ||
Series 1 Common Stock | 02/25/2021 | S(2) | 100 | D | $69.24(18) | 200 | I(10) | By Ex-Spouse | ||
Series 1 Common Stock | 02/25/2021 | S(2) | 200 | D | $70.27(19) | 0.00 | I(10) | By Ex-Spouse |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Incentive Stock Option (Right to buy) | $2.7 | 02/25/2021 | M(1) | 9,365 | 09/20/2018(20) | 09/20/2028 | Series 1 Common Stock | 9,365 | $2.7 | 4,157 | I(10) | By Ex-Spouse | |||
Non-Qualified Stock Option (Right to Buy) | $2.7 | 02/25/2021 | M(1) | 16,000 | (20) | 09/20/2028 | Series 1 Common Stock | 16,000 | $0.00 | 106,334 | D | ||||
Non-Qualified Stock Option | $2.7 | (20) | 09/20/2028 | Series 1 Common Stock | 92,731 | 92,731 | I(10) | By Ex-Spouse |
Explanation of Responses: |
1. The stock option exercise was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 30, 2020. |
2. This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 30, 2020. |
3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $64.00 to $64.9999, inclusive. The reporting person undertakes to provide to BigCommerce Holdings, Inc., any security holder of BigCommerce Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price with the ranges set forth in Footnote 3 to this Form 4. |
4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $65.36 to $66.3599, inclusive. The reporting person undertakes to provide to BigCommerce Holdings, Inc., any security holder of BigCommerce Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price with the ranges set forth in Footnote 4 to this Form 4. |
5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $66.43 to $67.4299, inclusive. The reporting person undertakes to provide to BigCommerce Holdings, Inc., any security holder of BigCommerce Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price with the ranges set forth in Footnote 5 to this Form 4. |
6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $67.95 to $68.9499, inclusive. The reporting person undertakes to provide to BigCommerce Holdings, Inc., any security holder of BigCommerce Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price with the ranges set forth in Footnote 6 to this Form 4. |
7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $69.14 to $70.1399, inclusive. The reporting person undertakes to provide to BigCommerce Holdings, Inc., any security holder of BigCommerce Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price with the ranges set forth in Footnote 7 to this Form 4. |
8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $70.18 to $71.1799, inclusive. The reporting person undertakes to provide to BigCommerce Holdings, Inc., any security holder of BigCommerce Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price with the ranges set forth in Footnote 8 to this Form 4. |
9. Includes 56,488 Restricted Stock Units which are subject to forfeiture until they vest. |
10. Options, which, pursuant to the terms of the Issuers equity incentive plan, are not transferable pursuant to a divorce decree, are held in the name of the reporting person for the benefit of the reporting persons ex-spouse pursuant to a divorce decree. |
11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $61.44 to $62.4399, inclusive. The reporting person undertakes to provide to BigCommerce Holdings, Inc., any security holder of BigCommerce Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price with the ranges set forth in Footnote 11 to this Form 4. |
12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $62.50 to $63.4999, inclusive. The reporting person undertakes to provide to BigCommerce Holdings, Inc., any security holder of BigCommerce Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price with the ranges set forth in Footnote 12 to this Form 4. |
13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $63.56 to $64.5599, inclusive. The reporting person undertakes to provide to BigCommerce Holdings, Inc., any security holder of BigCommerce Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price with the ranges set forth in Footnote 13 to this Form 4. |
14. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $64.63 to $65.6299, inclusive. The reporting person undertakes to provide to BigCommerce Holdings, Inc., any security holder of BigCommerce Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price with the ranges set forth in Footnote 14 to this Form 4. |
15. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $65.72 to $66.7199, inclusive. The reporting person undertakes to provide to BigCommerce Holdings, Inc., any security holder of BigCommerce Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price with the ranges set forth in Footnote 15 to this Form 4. |
16. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $66.76 to $67.7599, inclusive. The reporting person undertakes to provide to BigCommerce Holdings, Inc., any security holder of BigCommerce Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price with the ranges set forth in Footnote 16 to this Form 4. |
17. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $67.90 to $68.8999, inclusive. The reporting person undertakes to provide to BigCommerce Holdings, Inc., any security holder of BigCommerce Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price with the ranges set forth in Footnote 17 to this Form 4. |
18. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $69.24 to $70.2399, inclusive. The reporting person undertakes to provide to BigCommerce Holdings, Inc., any security holder of BigCommerce Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price with the ranges set forth in Footnote 18 to this Form 4. |
19. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $70.25 to $71.2499, inclusive. The reporting person undertakes to provide to BigCommerce Holdings, Inc., any security holder of BigCommerce Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price with the ranges set forth in Footnote 19 to this Form 4. |
20. Option was immediately exercisable on the date of grant. |
Remarks: |
/s /Jeff Mengoli, Attorney-in-Fact for Lisa Eggerton | 03/01/2021 | |
** 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 4 (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. |