Sec Form 4 Filing - General Catalyst GP V, LLC @ BigCommerce Holdings, Inc. - 2021-02-26

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 4
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
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)
02/26/2021
(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
Series 1 Common Stock 02/26/2021 J( 1 ) 632,955 D $ 0 2,531,821 I By General Catalyst Group IV, L.P. ( 2 )
Series 1 Common Stock 02/26/2021 J( 3 ) 16,794 D $ 0 67,176 I By GC Entrepreneurs Fund IV, L.P. ( 4 )
Series 1 Common Stock 02/26/2021 J( 5 ) 340,399 D $ 0 1,361,295 I By General Catalyst Group V, L.P. ( 6 ) ( 7 )
Series 1 Common Stock 02/26/2021 J( 8 ) 20,466 D $ 0 81,865 I By GC Entrepreneurs Fund V, L.P. ( 9 ) ( 10 )
Series 1 Common Stock 02/26/2021 J( 11 ) 640,136 D $ 0 2,560,546 I By General Catalyst Group V Supplemental, L.P. ( 12 ) ( 13 )
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
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 03/02/2021
Signature of Reporting Person Date
General Catalyst Partners V, L.P., By: General Catalyst GP V, LLC, its General Partner, By: /s/ Christopher McCain, Chief Legal Officer 03/02/2021
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 03/02/2021
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 03/02/2021
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 03/02/2021
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 03/02/2021
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 03/02/2021
Signature of Reporting Person Date
/s/ Christopher McCain, attorney-in-fact for David Fialkow 03/02/2021
Signature of Reporting Person Date
/s/ Christopher McCain, attorney-in-fact for Joel Cutler 03/02/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Effective February 26, 2021, General Catalyst Group IV, L.P., a venture capital partnership, distributed in-kind, without consideration, a total of 632,955 shares of Series 1 Common Stock of the Issuer to its general and limited partners.
( 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. 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.
( 3 )Effective February 26, 2021, GC Entrepreneurs Fund IV, L.P., a venture capital partnership, distributed in-kind, without consideration, a total of 16,794 shares of Series 1 Common Stock of the Issuer to its general and limited partners.
( 4 )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.
( 5 )Effective February 26, 2021, General Catalyst Group V, L.P., a venture capital partnership, distributed in-kind, without consideration, a total of 340,399 shares of Series 1 Common Stock of the Issuer to its general and limited partners.
( 6 )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 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.
( 7 )(Continued from Footnote 6) GC Partners Holdings, L.P. is a limited partner of GCGM Investment Holdings, L.P. with a pecuniary interest in the reported securities. 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 )Effective February 26, 2021, GC Entrepreneurs Fund V, L.P., a venture capital partnership, distributed in-kind, without consideration, a total of 20,466 shares of Series 1 Common Stock of the Issuer to its general and limited partners.
( 9 )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. 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.
( 10 )(Continued from Footnote 9) GC Partners Holdings, L.P. is a limited partner of GCGM Investment Holdings, L.P. with a pecuniary interest in the reported securities. 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.
( 11 )Effective February 26, 2021, General Catalyst Group V Supplemental, L.P., a venture capital partnership, distributed in-kind, without consideration, a total of 640,136 shares of Series 1 Common Stock of the Issuer to its general and limited partners.
( 12 )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 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.
( 13 )(Continued from Footnote 12) GC Partners Holdings, L.P. is a limited partner of GCGM Investment Holdings, L.P. with a pecuniary interest in the reported securities. 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 4, but relating to the same transaction being filed by entities affiliated with General Catalyst.

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.