Sec Form 4 Filing - Revolution Growth UGP II, LLC @ BigCommerce Holdings, Inc. - 2020-11-17

Insider filing report for Changes in Beneficial Ownership
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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
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1. Name and Address of Reporting Person
Revolution Growth UGP II, 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)
1717 RHODE ISLAND AVENUE, NW, SUITE 1000
3. Date of Earliest Transaction (MM/DD/YY)
11/17/2020
(Street)
WASHINGTON, DC20036
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 11/17/2020 S 674,083 D $ 65.79 5,825,673 I By: Revolution Growth II, LP ( 1 )
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
Revolution Growth UGP II, LLC
1717 RHODE ISLAND AVENUE, NW
SUITE 1000
WASHINGTON, DC20036
X
Revolution Growth GP II, LP
1717 RHODE ISLAND AVENUE, NW
SUITE 1000
WASHINGTON, DC20036
X
REVOLUTION GROWTH II, LP
1717 RHODE ISLAND AVENUE, NW
SUITE 1000
WASHINGTON, DC20036
X
Signatures
Revolution Growth UGP II, LLC; By: /s/ Steven Murray, operating manager 11/19/2020
Signature of Reporting Person Date
Revolution Growth GP II, LP; By: Revolution Growth UGP II, LLC, its general partner; By: /s/ Steven Murray, operating manager 11/19/2020
Signature of Reporting Person Date
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 Murray, operating manager 11/19/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These securities are held directly by Revolution Growth II, LP ("Revolution II"). Revolution Growth UGP II, LLC is the general partner of Revolution Growth GP II, LP, which is the general partner of Revolution II. Revolution Growth UGP II, LLC and Revolution Growth GP II, LP may be deemed to have voting and dispositive power with respect to these shares. Each of the reporting persons disclaims beneficial ownership of the shares reported herein except to the extent of its respective pecuniary interest therein.

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