Sec Form 4 Filing - Bellm Brent @ BigCommerce Holdings, Inc. - 2021-11-30

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
Bellm Brent
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
X __ Officer (give title below) _____ Other (specify below)
President Chief Exec Officer
(Last) (First) (Middle)
11305 FOUR POINTS DRIVE, BUILDING II, THIRD FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
11/30/2021
(Street)
AUSTIN, TX78726
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 08/12/2021 G V 237,588( 1 )( 2 ) D $ 0 422,319 I By Brent Bellm through his partnership interests in Elkmont Ltd.
Series 1 Common Stock 08/12/2021 G V 240,227( 1 )( 2 ) D $ 0 419,680 I By Hilary Bellm through her partnership interests in Elkmont Ltd.
Series 1 Common Stock 11/30/2021 P( 3 ) 422,319 A 659,907( 2 )( 4 ) I By Hilary Bellm 2021 Family Trust through its partnership interest in Elkmont Ltd.
Series 1 Common Stock 11/30/2021 P( 3 ) 419,680 A 659,907( 2 )( 4 ) I By Brent Bellm Spousal Trust through its partnership interest in Elkmont Ltd.
Series 1 Common Stock 11/30/2021 S( 3 ) 422,319 D 0( 2 )( 4 ) I By Brent Bellm through his partnership interests in Elkmont Ltd.
Series 1 Common Stock 11/30/2021 S( 3 ) 419,680 D 0( 2 )( 4 ) I By Hilary Bellm through her partnership interests in Elkmont Ltd.
Series 1 Common Stock 100,389 I By Mt. Eden Ltd.
Series 1 Common Stock 496,696 I By Wild Basin, Ltd.
Series 1 Common Stock 0( 1 ) I By Hilary Bellm
Series 1 Common Stock 349,356( 1 ) D
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
Bellm Brent
11305 FOUR POINTS DRIVE
BUILDING II, THIRD FLOOR
AUSTIN, TX78726
X President Chief Exec Officer
Signatures
/s /Jeff Mengoli, Attorney-in-Fact for Brent Bellm 12/02/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )In connection with the reporting person's estate plan, the reporting person and the reporting person's spouse each transferred 659,907 shares to Elkmont Ltd. ("Elkmont"), a limited partnership of which the reporting person and the reporting person's spouse are the sole limited partners. The reporting person is the sole manager of Elkmont Investment Management, LLC, a limited liability company that is the sole general partner of Elkmont and wholly owned by the reporting person and the reporting person's spouse.
( 2 )In connection with the reporting person's estate plan, the reporting person and the reporting person's spouse gifted 18.0% and 18.2%, respectively, of the limited partnership interests in Elkmont to intentionally defective grantor trusts ("IDGT"), the sole beneficiaries of which are the reporting person or the reporting person's spouse and the reporting person's children. The reporting person is the sole trustee of the IDGTs.
( 3 )This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted on August 18, 2021.
( 4 )In connection with the reporting person's estate plan and following the aforementioned transactions, the reporting person and the reporting person's spouse sold 31.9984% and 31.7984%, respectively, limited partnership interests in Elkmont to the IDGTs in a private transaction. The Elkmont limited partnership interests were sold to the IDGTs in exchange for the issuance of promissory notes in favor of the reporting person and the reporting person's spouse, in an aggregate amount equal to the fair market value of the partnership interests on November 30, 2021, as determined by an independent appraiser within 90 days of the transaction.

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