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.