Sec Form 4 Filing - MURRAY STEVEN JOSEPH @ BigCommerce Holdings, Inc. - 2021-07-08

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
MURRAY STEVEN JOSEPH
2. Issuer Name and Ticker or Trading Symbol
BigCommerce Holdings, Inc. [ BIGC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
1717 RHODE ISLAND AVENUE NW
3. Date of Earliest Transaction (MM/DD/YY)
07/08/2021
(Street)
WASHINGTON, DC20036
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 07/08/2021 S( 1 ) 38,135 D $ 70.0618 ( 2 ) 1,034,356 I By Softbank Princeville Investments, L.P. ( 3 )
Series 1 Common Stock 07/09/2021 S( 1 ) 248,490 D $ 70.4753 ( 4 ) 785,866 I By Softbank Princeville Investments, L.P. ( 3 )
Series 1 Common Stock 07/09/2021 S( 1 ) 2,206 D $ 71.0086 ( 5 ) 783,660 I By Softbank Princeville Investments, L.P. ( 3 )
Series 1 Common Stock 288,232 I By Revolution Growth GP II, LP ( 6 )
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
MURRAY STEVEN JOSEPH
1717 RHODE ISLAND AVENUE NW
WASHINGTON, DC20036
X
Signatures
/s /Jeff Mengoli, Attorney-in-Fact for Steven J. Murray 07/12/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 16, 2021.
( 2 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $70.00 to $70.2100, inclusive. The reporting person undertakes to provide to BigCommerce Holdings, Inc., any security holder of BigCommerce Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price with the ranges set forth in Footnote 2 to this Form 4.
( 3 )The reported securities are held directly by Softbank Princeville Investments, L.P. ("Softbank Princeville"). The Reporting Person is the managing member of SB PV GP LLC, which is the general partner of SB PV GP, L.P., the general partner of Softbank Princeville. The Reporting Person may be deemed to have voting and dispositive power with respect to these shares. The Reporting Person disclaims beneficial ownership of the shares held by Softbank Princeville except to the extent of his pecuniary interest therein.
( 4 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $70.00 to $70.9950, inclusive. The reporting person undertakes to provide to BigCommerce Holdings, Inc., any security holder of BigCommerce Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price with the ranges set forth in Footnote 4 to this Form 4.
( 5 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $71.00 to $71.0500, inclusive. The reporting person undertakes to provide to BigCommerce Holdings, Inc., any security holder of BigCommerce Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price with the ranges set forth in Footnote 5 to this Form 4.
( 6 )The reported securities are held directly by Revolution Growth GP II, LP ("Revolution II GP"). The Reporting Person is the operating manager of Revolution Growth UGP II, LLC, the general partner of Revolution II GP, which is the general partner of Revolution II. The Reporting Person has voting power with respect to these shares and as a member of the investment committee of Revolution II GP, may be deemed to share dispositive power with respect to these shares. The Reporting Person disclaims beneficial ownership of the shares held by Revolution II GP except to the extent of his pecuniary interest therein.

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).
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