SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule
13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. __)*
Bill.com Holdings, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
090043100
(CUSIP Number)
December 31, 2019
(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 disclosures provided in a prior cover page.
The information required on 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).
(Continued on following pages)
Page 1 of 13 Pages
Exhibit Index Contained on Page 10
CUSIP NO. 090043100 | 13 G | Page 2 of 13 |
1 | NAME
OF REPORTING |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
3 | SEC USE ONLY |
4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Cayman Islands |
NUMBER
OF |
5 | SOLE
VOTING POWER 9,632,457 shares, except that DCM Investment Management IV, L.P. (“GP IV”), the general partner of DCM IV, and DCM International IV, Ltd. (“UGP IV”), the general partner of GP IV, may be deemed to have sole power to vote these shares, and K. David Chao (“Chao”), the sole director of UGP IV, may be deemed to have sole power to vote these shares. |
6 | SHARED
VOTING POWER See response to row 5. | |
7 | SOLE
DISPOSITIVE POWER 9,632,457 shares, except that GP IV, the general partner of DCM IV, and UGP IV, the general partner of GP IV, may be deemed to have sole power to dispose of these shares, and Chao, the sole director of UGP IV, may be deemed to have sole power to dispose of these shares. | |
8 | SHARED
DISPOSITIVE POWER See response to row 7. |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
9,632,457 |
10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9)
|
¨ |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
13.4% |
12 | TYPE OF REPORTING PERSON*
|
PN |
CUSIP NO. 090043100 | 13 G | Page 3 of 13 |
1 | NAME
OF REPORTING
|
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
3 | SEC USE ONLY |
4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Cayman Islands |
NUMBER OF |
5 | SOLE
VOTING POWER 244,958 shares, except that GP IV, the general partner of Aff IV, and UGP IV, the general partner of GP IV, may be deemed to have sole power to vote these shares, and Chao, the sole director of UGP IV, may be deemed to have sole power to vote these shares. |
6 | SHARED
VOTING POWER See response to row 5. | |
7 | SOLE
DISPOSITIVE POWER 244,958 shares, except that GP IV, the general partner of Aff IV, and UGP IV, the general partner of GP IV, may be deemed to have sole power to dispose of these shares, and Chao, the sole director of UGP IV, may be deemed to have sole power to dispose of these shares. | |
8 | SHARED
DISPOSITIVE POWER See response to row 7. |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
244,958 |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨ |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
0.3% |
12 | TYPE OF REPORTING PERSON*
|
PN |
CUSIP NO. 090043100 | 13 G | Page 4 of 13 |
1 | NAME
OF REPORTING SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON DCM Investment Management IV, L.P. (“GP IV”) |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
3 | SEC USE ONLY |
4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Cayman Islands |
NUMBER OF |
5 | SOLE
VOTING POWER 9,877,415 shares, of which 9,632,457 are directly owned by DCM IV and 244,958 are directly owned by Aff IV. GP IV, the general partner of DCM IV and Aff IV, may be deemed to have sole power to vote these shares, except that UGP IV, the general partner of GP IV, may be deemed to have sole power to vote these shares, and Chao, the sole director of UGP IV, may be deemed to have sole power to vote these shares. |
6 | SHARED
VOTING POWER See response to row 5. | |
7 | SOLE
DISPOSITIVE POWER 9,877,415 shares, of which 9,632,457 are directly owned by DCM IV and 244,958 are directly owned by Aff IV. GP IV, the general partner of DCM IV and Aff IV, may be deemed to have sole power to dispose of these shares, except that UGP IV, the general partner of GP IV, may be deemed to have sole power to dispose of these shares, and Chao, the sole director of UGP IV, may be deemed to have sole power to dispose of these shares. | |
8 | SHARED
DISPOSITIVE POWER See response to row 7. |
9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH 9,877,415 | ||
10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) ¨ | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 13.7% | ||
12 | TYPE OF REPORTING PERSON* PN | ||
CUSIP NO. 090043100 | 13 G | Page 5 of 13 |
1 | NAME
OF REPORTING SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON DCM International IV, Ltd. (“UGP IV”) |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
3 | SEC USE ONLY |
4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Cayman Islands |
NUMBER OF |
5 | SOLE VOTING POWER 9,877,415 shares, of which 9,632,457 are directly owned by DCM IV and 244,958 are directly owned by Aff IV. UGP IV is the general partner of GP IV, the general partner of each of DCM IV and Aff IV, and may be deemed to have sole voting power with respect to such shares, except GP IV, the general partner of each of DCM IV and Aff IV, may be deemed to have sole power to vote these shares, and Chao, the sole director of UGP IV, may be deemed to have sole power to vote these shares. |
6 | SHARED VOTING POWER See response to row 5. | |
7 | SOLE DISPOSITIVE POWER 9,877,415 shares, of which 9,632,457 are directly owned by DCM IV and 244,958 are directly owned by Aff IV. UGP IV is the general partner of GP IV, the general partner of each of DCM IV and Aff IV, and may be deemed to have sole power to dispose of such shares, except GP IV, the general partner of each of DCM IV and Aff IV, may be deemed to have sole power to dispose of these shares, and Chao, the sole director of UGP IV, may be deemed to have sole power to dispose of these shares. | |
8 | SHARED DISPOSITIVE POWER See response to row 7. |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,877,415 |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 13.7% |
12 | TYPE OF REPORTING PERSON* OO |
CUSIP NO. 090043100 | 13 G | Page 6 of 13 |
1 |
NAME OF REPORTING PERSON
K. David Chao (“Chao”) |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
3 | SEC USE ONLY |
4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Japanese Citizen |
NUMBER OF |
5 | SOLE
VOTING POWER 0 shares. |
6 | SHARED
VOTING POWER 9,877,415 shares, of which 9,632,457 are directly owned by DCM IV and 244,958 are directly owned by Aff IV. Chao is a director of UGP IV, the general partner of GP IV, the general partner of each of DCM IV and Aff IV, and may be deemed to have sole power to vote these shares. | |
7 | SOLE
DISPOSITIVE POWER 0 shares. | |
8 | SHARED
DISPOSITIVE POWER 9,877,415 shares, of which 9,632,457 are directly owned by DCM IV and 244,958 are directly owned by Aff IV. Chao is a director of UGP IV, the general partner of GP IV, the general partner of each of DCM IV and Aff IV, and may be deemed to have sole power to dispose of these shares. |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,877,415 |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 13.7% |
12 | TYPE OF REPORTING PERSON* IN |
CUSIP NO. 090043100 | 13 G | Page 7 of 13 |
ITEM 1(A). | NAME OF ISSUER Bill.com Holdings, Inc. |
ITEM 1(B). | ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE
OFFICES |
1810 Embarcadero Road
Palo Alto, CA 94303
ITEM 2(A). | NAME OF PERSONS FILING This Schedule 13G is filed by DCM IV, L.P., a Cayman Islands exempted limited partnership (“DCM IV”), DCM Affiliates Fund IV, L.P., a Cayman Islands exempted limited partnership (“Aff IV”), DCM Investment Management IV, L.P., a Cayman Islands exempted limited partnership (“GP IV”), and DCM International IV, Ltd., a Cayman Islands limited company (“UGP IV”), and K. David Chao (“Chao”). The foregoing entities and individuals are collectively referred to as the “Reporting Persons.” |
GP IV, the general partner of DCM IV, and Aff IV, may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by DCM IV and Aff IV. UGP IV, the general partner of GP IV, may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by DCM IV and Aff IV. Chao is the sole director of UGP IV and may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by DCM IV and Aff IV.
ITEM 2(B). | ADDRESS OF PRINCIPAL OFFICE |
The address for each of the Reporting Persons is:
DCM
2420 Sand Hill Road
Suite 200
Menlo Park, California 94025
ITEM 2(C) | CITIZENSHIP |
DCM IV, Aff IV and GP IV are Cayman Islands exempted limited partnerships. UGP IV is a Cayman Islands limited company. Chao is a Japanese citizen.
ITEM 2(D) AND (E). | TITLE OF CLASS OF SECURITIES AND CUSIP NUMBER
|
Common Stock |
CUSIP # 090043100
ITEM 3. | 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. |
CUSIP NO. 090043100 | 13 G | Page 8 of 13 |
(a) | Amount
beneficially owned: See Row 9 of cover page for each Reporting Person. |
(b) | Percent
of Class: See Row 11 of cover page for each Reporting Person. |
(c) | Number of shares as to which such person has: |
(i) | Sole
power to vote or to direct the vote: See Row 5 of cover page for each Reporting Person. |
(ii) | Shared power to vote or to direct the vote: |
See Row 6 of cover page for each Reporting Person.
(iii) | Sole power to dispose or to direct the disposition of: |
See Row 7 of cover page for each Reporting Person.
(iv) | Shared
power to dispose or to direct the disposition of: See Row 8 of cover page for each Reporting Person. |
ITEM 5. | OWNERSHIP OF FIVE PERCENT OR
LESS OF A CLASS Not applicable. |
ITEM 6. | OWNERSHIP OF MORE THAN FIVE
PERCENT ON BEHALF OF ANOTHER PERSON. Under certain circumstances, set forth in the limited partnership agreements of DCM IV, Aff IV, and GP IV, and the memorandum and articles of association of UGP IV, the general and limited partners or directors, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the issuer owned by each such entity of which they are a general partner, limited partner, or director. |
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. 090043100 | 13 G | Page 9 of 13 |
SIGNATURES
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 5, 2020 | ||
DCM IV, L.P. | ||
By: | DCM INVESTMENT MANAGEMENT IV, L.P. | |
Its General Partner | ||
By: | DCM INTERNATIONAL IV, LTD. | |
Its General Partner | ||
By: | /s/ Matthew C. Bonner | |
Matthew C. Bonner | ||
Attorney in Fact | ||
DCM AFFILIATES FUND IV, L.P. | ||
By: | DCM INVESTMENT MANAGEMENT IV, L.P. | |
Its General Partner | ||
By: | DCM INTERNATIONAL IV, LTD. | |
Its General Partner | ||
By: | /s/ Matthew C. Bonner | |
Matthew
C. Bonner Attorney in Fact | ||
DCM INVESTMENT MANAGEMENT IV, L.P. | ||
By: | DCM INTERNATIONAL IV, LTD. | |
Its General Partner | ||
By: | /s/ Matthew C. Bonner | |
Matthew C. Bonner | ||
Attorney in Fact | ||
DCM INTERNATIONAL IV, LTD. | ||
By: | /s/ Matthew C. Bonner | |
Matthew C. Bonner | ||
Attorney in Fact | ||
K. David Chao | ||
By: | /s/ Matthew C. Bonner | |
Matthew C. Bonner, Attorney in Fact |
EXHIBIT INDEX
Found
on Sequentially | |
Exhibit | Numbered Page |
Exhibit A: Agreement of Joint Filing | 11 |
Exhibit B: Power of Attorney | 12 |
exhibit A
Agreement of Joint Filing
The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.
Date: February 5, 2020 |
DCM IV, L.P. | ||
By: | DCM INVESTMENT MANAGEMENT IV, L.P. | |
Its General Partner | ||
By: | DCM INTERNATIONAL IV, LTD. | |
Its General Partner |
By: | /s/ Matthew C. Bonner | |
Matthew C. Bonner, Attorney-in-Fact |
DCM AFFILIATES FUND IV, L.P. | ||
By: | DCM INVESTMENT MANAGEMENT IV, L.P. | |
Its General Partner | ||
By: | DCM INTERNATIONAL IV, LTD. | |
Its General Partner |
By: | /s/ Matthew C. Bonner | |
Matthew C. Bonner, Attorney-in-Fact | ||
DCM INVESTMENT MANAGEMENT IV, L.P. |
By: | DCM INTERNATIONAL IV, LTD. | |
Its General Partner |
By: | /s/ Matthew C. Bonner | |
Matthew C. Bonner, Attorney-in-Fact | ||
DCM INTERNATIONAL IV, LTD. | ||
By: | /s/ Matthew C. Bonner | |
Matthew C. Bonner, Attorney-in-Fact | ||
K. David Chao | ||
By: | /s/ Matthew C. Bonner | |
Matthew C. Bonner, Attorney-in-Fact |
exhibit B
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned hereby constitutes and appoints Matthew C. Bonner his or its true and lawful attorney-in-fact (the “Attorney-in-Fact”) to:
(1) execute for and on behalf of each undersigned (a “Reporting Person”) any and all reports, notices, communications and other documents (including, but not limited to, reports on Schedule 13D, Schedule 13G, Form 13H, Form 13-F, Form 3, Form 4 and Form 5) that such Reporting Person may be required to file with the United States Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (collectively, the “Reports”) with respect to each Reporting Person’s (a) status as an officer or director of, or (b) ownership of, or transactions in, securities of, any entity whose securities are beneficially owned (directly or indirectly) by such Reporting Person (each, a “Company”);
(2) do and perform any and all acts for and on behalf of each Reporting Person which may be necessary or desirable to complete and execute any such Reports and timely file such forms and schedules with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of either such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by either such attorney-in-fact on behalf of the undersigned, pursuant to this Power of Attorney, shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his discretion.
The undersigned hereby grants to the Attorney-in-Fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary, and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that no such attorney-in-fact, in serving in such capacity at the request of the undersigned, is hereby assuming, nor is the Company hereby assuming, any of the undersigned’s responsibilities to comply with Section 16 or Section 13 of the Securities Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 or Schedules 13G/D with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the Attorney-in-Fact. Each Reporting Person acknowledges that the Attorney-in-Fact, in serving in such capacity at the request of the undersigned, is not hereby assuming any of the undersigned’s responsibilities to comply with state or federal securities laws.
[Signatures on the Following Page.]
CUSIP NO. 090043100 | 13 G | Page 9 of 13 |
IN WITNESS WHEREOF, each of the undersigned has caused this Power of Attorney to be executed as of this 1st day of December, 2019.
DCM INTERNATIONAL IV, LTD. | DCM IV, L.P. | |||||
Its General Partner | ||||||
By: | DCM INVESTMENT MANAGEMENT IV, L.P. | |||||
By: | /s/ K. David Chao | Its General Partner | ||||
Name: | K. David Chao | |||||
Title: | Director | By: | DCM INTERNATIONAL IV, LTD. | |||
Its General Partner | ||||||
By: | /s/ K. David Chao | |||||
Name: | K. David Chao | |||||
Title: | Director |
DCM INVESTMENT MANAGEMENT IV, L.P. | DCM AFFILIATES FUND IV, L.P. | |||||
Its General Partner | ||||||
By: | DCM INVESTMENT MANAGEMENT IV, L.P. | |||||
By: | DCM INTERNATIONAL IV, LTD. | Its General Partner | ||||
Its General Partner | ||||||
By: | DCM INTERNATIONAL IV, LTD. | |||||
By: | /s/ K. David Chao | Its General Partner | ||||
Name: | K. David Chao | |||||
Title: | Director | By: | /s/ K. David Chao | |||
Name: | K. David Chao | |||||
Title: | Director | |||||
/s/ K. David Chao | ||||||
K. David Chao |