| UNITED STATES | ||
| SECURITIES AND EXCHANGE COMMISSION | ||
| Washington, D.C. 20549 |
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
BigCommerce Holdings, Inc.
(Name of Issuer)
Series 1 Common Stock, $0.0001 par value per share
(Title of Class of Securities)
08975P108
(CUSIP Number)
December 31, 2021
(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) |
| x | 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. 08975P108 | ||||||
| 1. |
Names of Reporting Persons Revolution Growth II, LP | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |||||
| (a) | ¨ | |||||
| (b) | x (1) | |||||
| 3. | SEC Use Only | |||||
| 4. |
Citizenship or Place of Organization Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. |
Sole Voting Power 0 | ||||
| 6. |
Shared Voting Power 0 shares | |||||
| 7. |
Sole Dispositive Power 0 | |||||
| 8. |
Shared Dispositive Power 0 shares | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 0 shares | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | |||||
| 11. |
Percent of Class Represented by Amount in Row (9) 0.0% | |||||
| 12. |
Type of Reporting Person (See Instructions) PN | |||||
| (1) | This Schedule 13G is filed by each of Revolution Growth II, LP (“Revolution Growth”), Revolution Growth GP II, LP (“Revolution Growth GP”), Revolution Growth UGP II, LLC (“Revolution Growth UGP”), Steven J. Murray (“Murray”), Stephen M. Case (“Case”) and Theodore J. Leonsis (“Leonsis”) (hereinafter sometimes referred to collectively as the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| CUSIP No. 08975P108 | |||||
| 1. |
Names of Reporting Persons Revolution Growth GP II, LP | ||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | ¨ | ||||
| (b) | x (1) | ||||
| 3. | SEC Use Only | ||||
| 4. |
Citizenship or Place of Organization Delaware | ||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. |
Sole Voting Power 0 | |||
| 6. |
Shared Voting Power 0 shares | ||||
| 7. |
Sole Dispositive Power 0 | ||||
| 8. |
Shared Dispositive Power 0 shares | ||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person 0 shares | ||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | ||||
| 11. |
Percent of Class Represented by Amount in Row (9) 0.0% | ||||
| 12. |
Type of Reporting Person (See Instructions) PN | ||||
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
CUSIP No. 08975P108 | |||||
| 1. |
Names of Reporting Persons Revolution Growth UGP II, LLC | ||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | ¨ | ||||
| (b) | x (1) | ||||
| 3. | SEC Use Only | ||||
| 4. |
Citizenship or Place of Organization Delaware | ||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. |
Sole Voting Power 0 | |||
| 6. |
Shared Voting Power 0 shares | ||||
| 7. |
Sole Dispositive Power 0 | ||||
| 8. |
Shared Dispositive Power 0 shares | ||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person 0 shares | ||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | ||||
| 11. |
Percent of Class Represented by Amount in Row (9) 0.0% | ||||
| 12. |
Type of Reporting Person (See Instructions) OO | ||||
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| CUSIP No. 08975P108 | |||||
| 1. |
Names of Reporting Persons Steven J. Murray | ||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | ¨ | ||||
| (b) | x (1) | ||||
| 3. | SEC Use Only | ||||
| 4. |
Citizenship or Place of Organization United States | ||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. |
Sole Voting Power 7,774 | |||
| 6. |
Shared Voting Power 0 shares | ||||
| 7. |
Sole Dispositive Power 7,774 | ||||
| 8. |
Shared Dispositive Power 0 shares | ||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person 7,774 shares | ||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | ||||
| 11. |
Percent of Class Represented by Amount in Row (9) 0.0% | ||||
| 12. |
Type of Reporting Person (See Instructions) IN | ||||
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| CUSIP No. 08975P108 | |||||
| 1. |
Names of Reporting Persons Stephen M. Case | ||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | ¨ | ||||
| (b) | x (1) | ||||
| 3. | SEC Use Only | ||||
| 4. |
Citizenship or Place of Organization United States | ||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. |
Sole Voting Power 89,908 | |||
| 6. |
Shared Voting Power 0 shares | ||||
| 7. |
Sole Dispositive Power 89,908 | ||||
| 8. |
Shared Dispositive Power 0 shares | ||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person 89,908 shares | ||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | ||||
| 11. |
Percent of Class Represented by Amount in Row (9) 0.1% | ||||
| 12. |
Type of Reporting Person (See Instructions) IN | ||||
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| CUSIP No. 08975P108 | |||||
| 1. |
Names of Reporting Persons Theodore J. Leonsis | ||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | ¨ | ||||
| (b) | x (1) | ||||
| 3. | SEC Use Only | ||||
| 4. |
Citizenship or Place of Organization United States | ||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. |
Sole Voting Power 142,188 | |||
| 6. |
Shared Voting Power 0 shares | ||||
| 7. |
Sole Dispositive Power 142,188 | ||||
| 8. |
Shared Dispositive Power 0 shares | ||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person 142,188 shares | ||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | ||||
| 11. |
Percent of Class Represented by Amount in Row (9) 0.2% | ||||
| 12. |
Type of Reporting Person (See Instructions) IN | ||||
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| Item 1. | ||
| (a) |
Name of Issuer BigCommerce Holdings, Inc. (the “Issuer”) | |
| (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 Revolution Growth II, LP (“Revolution Growth”) Revolution Growth GP II, LP (“Revolution Growth GP”) Revolution Growth UGP II, LLC (“Revolution Growth UGP”) Steven J. Murray (“Murray”) Stephen M. Case (“Case”) Theodore J. Leonsis (“Leonsis”)
See attached Exhibit A, which is a copy of their agreement in writing to file this statement on behalf of each of them.
Revolution Growth GP is the general partner of Revolution Growth. Revolution Growth UGP is the general partner of Revolution Growth GP. Murray, as the operating manager of Revolution Growth UGP has voting power with respect to the shares held by Revolution Growth. Murray, Case and Leonsis, as members of the investment committee of Revolution Growth UGP, may be deemed to share dispositive power over the shares held by Revolution Growth.
| |
| (b) |
Address of Principal Business Office or, if none, Residence
The business address for each of Revolution Growth, Revolution Growth GP, Revolution Growth UGP, Murray, Case and Leonsis is 1717 Rhode Island Avenue NW, 10th Floor, Washington, DC 20036.
| |
| (c) |
Citizenship Entities: Revolution Growth Revolution Growth GP Revolution Growth UGP
Individuals: Murray - Case - Leonsis - |
- Delaware - Delaware - Delaware
United States of America United States of America United States of America |
| (d) |
Title of Class of Securities Series 1 Common Stock, $0.0001 par value (“Common Stock”) | |
| (e) |
CUSIP Number 08975P108 | |
| 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: | |
| Not applicable | ||
| Item 4. | Ownership |
| The following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1 is provided as of December 31, 2021: | |
| Reporting Persons | Shares Held Directly |
Sole Voting Power |
Shared Voting Power |
Sole Dispositive Power |
Shared Dispositive Power |
Beneficial Ownership |
Percentage of Class |
||||||||||||||||||||
| Revolution Growth | 0 | 0 | 0 | 0 | 0 | 0 | 0.0 | % | |||||||||||||||||||
| Revolution Growth GP | 0 | 0 | 0 | 0 | 0 | 0 | 0.0 | % | |||||||||||||||||||
| Revolution Growth UGP | 0 | 0 | 0 | 0 | 0 | 0 | 0.0 | % | |||||||||||||||||||
| Murray | 7,774 | 7,774 | 0 | 7,774 | 0 | 7,774 | 0.0 | % | |||||||||||||||||||
| Case | 0 | 89,908 | 0 | 89,908 | 0 | 89,908 | 0.1 | % | |||||||||||||||||||
| Leonsis | 142,188 | 142,188 | 0 | 142,188 | 0 | 142,188 | 0.2 | % | |||||||||||||||||||
| 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 x. | ||||||||
| 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 or Control Person | |||||||
| 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 | ||||||||
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.
Dated: February 11, 2022
|
REVOLUTION GROWTH II, LP By: Revolution Growth GP II, LP Its: General Partner By: Revolution Growth UGP II, LLC Its: General Partner | ||
| By: | /s/ Steven J. Murray | |
| Name: | Steven J. Murray | |
| Its: | Operating Manager | |
|
REVOLUTION GROWTH GP II, LP By: Revolution Growth UGP II, LLC | ||
| Its: General Partner | ||
| By: | /s/ Steven J. Murray | |
| Name: | Steven J. Murray | |
| Its: | Operating Manager | |
| REVOLUTION GROWTH UGP II, LLC | ||
| By: | /s/ Steven J. Murray | |
| Name: | Steven J. Murray | |
| Its: | Operating Manager | |
| /s/ Steven J. Murray | ||
| Steven J. Murray | ||
| /s/ Stephen M. Case | |
| Stephen M. Case | |
| /s/ Theodore J. Leonsis | |
| Theodore J. Leonsis |
| ATTENTION | ||
| Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). | ||
Exhibit(s):
A - Joint Filing Statement
EXHIBIT A
JOINT FILING STATEMENT
The undersigned hereby agree to jointly prepare and file with regulatory authorities a Schedule 13G and any future amendments thereto reporting each of the undersigned’s ownership of securities of BigCommerce Holdings, Inc. and hereby affirm that such Schedule 13G is being filed on behalf of each of the undersigned.
Dated: February 11, 2022
|
REVOLUTION GROWTH II, LP By: Revolution Growth GP II, LP Its: General Partner By: Revolution Growth UGP II, LLC Its: General Partner | ||
| By: | /s/ Steven J. Murray | |
| Name: | Steven J. Murray | |
| Its: | Operating Manager | |
|
REVOLUTION GROWTH GP II, LP By: Revolution Growth UGP II, LLC | ||
| Its: General Partner | ||
| By: | /s/ Steven J. Murray | |
| Name: | Steven J. Murray | |
| Its: | Operating Manager | |
| REVOLUTION GROWTH UGP II, LLC | ||
| By: | /s/ Steven J. Murray | |
| Name: | Steven J. Murray | |
| Its: | Operating Manager | |
| /s/ Steven J. Murray | ||
| Steven J. Murray | ||
| /s/ Stephen M. Case | |
| Stephen M. Case | |
| /s/ Theodore J. Leonsis | |
| Theodore J. Leonsis |