Sec Form 3 Filing - General Catalyst GP V, LLC @ BigCommerce Holdings, Inc. - 2020-08-04

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person General Catalyst GP V, LLC 2. Issuer Name and Ticker or Trading Symbol BigCommerce Holdings, Inc. [ BIGC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O GENERAL CATALYST PARTNERS, 20 UNIVERSITY ROAD 4TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 08/04/2020 (Street) CAMBRIDGE, MA02138 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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

< /tr> Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Series A Preferred Stock ( 1 ) ( 1 ) ( 1 ) Series 1 Common Stock 3,628,722 I See footnote ( 2 ) Series A Preferred Stock ( 1 ) ( 1 ) ( 1 ) Series 1 Common Stock 96,279 I See footnote ( 3 ) Series A Preferred Stock ( 1 ) ( 1 ) ( 1 ) Series 1 Common Stock 1,216,279 I See footnotes ( 4 ) ( 5 ) Series B Preferred Stock ( 1 ) ( 1 ) ( 1 ) Series 1 Common Stock 610,438 I See footnotes ( 4 ) ( 5 ) Series D Preferred Stock ( 1 ) ( 1 ) ( 1 ) Series 1 Common Stock 64,165 I See footnotes ( 4 ) ( 5 ) Series F Preferred Stock ( 1 ) ( 1 ) ( 1 ) Series 1 Common Stock 60,274 I See footnotes ( 4 ) ( 5 ) Series A Preferred Stock ( 1 ) ( 1 ) ( 1 ) Series 1 Common Stock 25,388 I See footnotes ( 6 ) ( 7 ) Series B Preferred Stock ( 1 ) ( 1 ) ( 1 ) Series 1 Common Stock 71,657 I See footnotes ( 6 ) ( 7 ) Series D Preferred Stock ( 1 ) ( 1 ) ( 1 ) Series 1 Common Stock 5,715 I See footnotes ( 6 ) ( 7 ) Series E Preferred Stock ( 1 ) ( 1 ) ( 1 ) Series 1 Common Stock 13,313 I See footnotes ( 6 ) ( 7 ) Series F Preferred Stock ( 1 ) ( 1 ) ( 1 ) Series 1 Common Stock 1,258 I See footnotes ( 6 ) ( 7 ) Series B Preferred Stock ( 1 ) ( 1 ) ( 1 ) Series 1 Common Stock 2,822,466 I See footnotes ( 8 ) ( 9 ) Series D Preferred Stock ( 1 ) ( 1 ) ( 1 ) Series 1 Common Stock 209,642 I See footnotes ( 8 ) ( 9 ) Series E Preferred Stock ( 1 ) ( 1 ) ( 1 ) Series 1 Common Stock 637,782 I See footnotes ( 8 ) ( 9 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other General Catalyst GP V, LLC C/O GENERAL CATALYST PARTNERS 20 UNIVERSITY ROAD 4TH FLOOR CAMBRIDGE, MA02138 X General Catalyst Partners V, L.P. C/O GENERAL CATALYST PARTNERS 20 UNIVERSITY ROAD 4TH FLOOR, CAMBRIDGE, MA02138 X General Catalyst Group V LP C/O GENERAL CATALYST PARTNERS 20 UNIVERSITY ROAD 4TH FLOOR, CAMBRIDGE, MA02138 X GC Entrepreneurs Fund V, LP C/O GENERAL CATALYST PARTNERS 20 UNIVERSITY ROAD 4TH FLOOR, CAMBRIDGE, MA02138 X General Catalyst Group V Supplemental LP C/O GENERAL CATALYST PARTNERS 20 UNIVERSITY ROAD 4TH FLOOR, CAMBRIDGE, MA02138 X GC Partners Holdings, LP C/O GENERAL CATALYST PARTNERS 20 UNIVERSITY ROAD 4TH FLOOR, CAMBRIDGE, MA02138 X GCGM Investment Holdings, LP C/O GENERAL CATALYST PARTNERS 20 UNIVERSITY ROAD 4TH FLOOR CAMBRIDGE, MA02138 X Fialkow David P C/O GENERAL CATALYST PARTNERS 20 UNIVERSITY ROAD 4TH FLOOR, CAMBRIDGE, MA02138 X Cutler Joel E C/O GENERAL CATALYST PARTNERS 20 UNIVERSITY ROAD 4TH FLOOR, CAMBRIDGE, MA02138 X Signatures General Catalyst GP V, LLC, the General Partner for General Catalyst Partners V, L.P., the General Partner for General Catalyst Group V, L.P.; By: /s/ Christopher McCain, Chief Legal Officer 08/04/2020 Signature of Reporting Person Date General Catalyst Partners V, L.P. General Catalyst Partners V, L.P., Its General Partner, By: General Catalyst GP V, LLC, Its General Partner;; By: /s/ Christopher McCain, Chief Legal Officer 08/04/2020 Signature of Reporting Person Date General Catalyst Group V, L.P., By: General Catalyst Partners V, L.P., Its General Partner, By: General Catalyst GP V, LLC, Its General Partner; By: /s/ Christopher McCain, Chief Legal Officer 08/04/2020 Signature of Reporting Person Date GC Entrepreneurs Fund V, L.P., By: General Catalyst Partners V, L.P., Its General Partner, By: General Catalyst GP V, LLC, Its General Partner; By: /s/ Christopher McCain, Chief Legal Officer 08/04/2020 Signature of Reporting Person Date General Catalyst Group V Supplemental, L.P., By: General Catalyst Partners V, L.P., its General Partner, By: General Catalyst GP V, LLC, its General Partner' By: /s/ Christopher McCain, Chief Legal Officer 08/04/2020 Signature of Reporting Person Date GC Partners Holdings, L.P.; By: General Catalyst Group Management Holdings GP, LLC, its General Partner; By: /s/ Christopher McCain, Chief Legal Officer 08/04/2020 Signature of Reporting Person Date GCGM Investment Holdings, L.P., By: General Catalyst Group Management Holdings GP, LLC, its General Partner; By: /s/ Christopher McCain, Chief Legal Officer 08/04/2020 Signature of Reporting Person Date /s/ Christopher McCain, attorney-in-fact for David Fialkow 08/04/2020 Signature of Reporting Person Date /s/ Christopher McCain, attorney-in-fact for Joel Cutler 08/04/2020 Signature of Reporting Person Date

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 the General Catalyst Group IV, L.P. and GC Entrepreneurs Fund IV, L.P. Lawrence Bohn, a member of Issuer's board of directors, Joel Cutler, and David Fialkow are managing directors of General Catalyst GP IV, LLC, and, as a result, may be deemed to have voting and dispositive power over the shares held by the General Catalyst Group IV and GC Entrepreneurs Fund IV, L.P. Each of the reporting persons and entities disclaims beneficial ownership of the reported securities (except to the extent of such person's or entity's 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. Lawrence Bohn, a member of Issuer's board of directors, Joel Cutler, and David Fialkow are managing directors 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. Each of the reporting persons and entities disclaims beneficial ownership of the reported securities (except to the extent of such person's or entity's 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. Lawrence Bohn, a member of Issuer's board of directors, Joel Cutler, and David Fialkow are managing directors of the 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, L.P. 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, L.P. with a pecuniary interest in the reported securities. ( < /a>5 )(Continued from Footnote 4) Each of the reporting persons and entities disclaims beneficial ownership of the reported securities (except to the extent of such person's or entity's pecuniary interest in such securities). ( 6 )The reported securities are held directly by GC Entrepreneurs Fund V, L.P. General Catalyst GP V, LLCis 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. Lawrence Bohn, a member of Issuer's board of directors, Joel Cutler, and David Fialkow are managing directors 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, L.P. 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, L.P. with a pecuniary interest in the reported securities. ( 7 )(Continued from Footnote 6) Each of the reporting persons and entities disclaims beneficial ownership of the reported securities (except to the extent of such person's or entity's 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. Lawrence Bohn, a member of Issuer's board of directors, Joel Cutler, and David Fialkow are managing directors of the 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, L.P. 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, L.P. with a pecuniary interest in the reported securities. ( 9 )(Continued from Footnote 8) Each of the reporting persons and entities disclaims beneficial ownership of the reported securities (except to the extent of such person's or entity's pecuniary interest in such securities).

Remarks: This report is one of two reports, each on a separate Form 3, but relating to the same transaction being filed by entities affiliated with General Catalyst.Exhibit 24 - Power of Attorney.

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.
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