Sec Form 3 Filing - Hornik David @ Bill.com Holdings, Inc. - 2019-12-11

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 Hornik David 2. Issuer Name and Ticker or Trading Symbol Bill.com Holdings, Inc. [ BILL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O BILL.COM HOLDINGS, INC., 1810 EMBARCADERO ROAD 3. Date of Earliest Transaction (MM/DD/YY) 12/11/2019 (Street) PALO ALTO, CA94303 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

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 B Convertible Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 3,595,890 I See Footnote ( 2 ) Series C Convertible Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 582,972 I See Footnote ( 2 ) Series D Convertible Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 736,437 I See Footnote ( 2 ) Series E Convertible Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 1,211,306 I See Footnote ( 2 ) Series F Convertible Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 832,389 I See Footnote ( 2 ) Series G Convertible Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 773,770 I See Footnote ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Hornik David C/O BILL.COM HOLDINGS, INC. 1810 EMBARCADERO ROAD PALO ALTO, CA94303 X X Signatures /s/ Abigail Hipps, Attorney-in-Fact 12/11/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares of Convertible Preferred Stock are convertible into the Issuer's Common Stock on a 1:1 basis and has no expiration date. Immediately upon the close of the Issuer's initial public offering all shares of convertible preferred stock will be automatically converted into shares of Common Stock. ( 2 )The shares are held by August Capital V, L.P. for itself and as nominee for August Capital Strategic Partners V, L.P. and related individuals, collectively the August Capital entities. August Capital Management V, L.L.C. ("ACM V") is the general partner of the August Capital entities and may be deemed to have sole voting power and sole investment power over the shares held by the August Capital entities. David Hornik, a member of the Issuer's board of directors, and Howard Hartenbaum are the members of ACM V and may be deemed to have shared voting and investment power with respect to the shares held by the August Capital entities. Each such person and entity disclaims the existence of a "group" and disclaims beneficial ownership of any securities, except to the extent of such person's or entity's pecuniary interest in such securities. ( 3 )The shares are held by August Capital V Special Opportunities, L.P. for itself and as nominee for August Capital Strategic Partners V, L.P. and related individuals, collectively the August Capital entities. ACM V is the general partner of the August Capital entities and may be deemed to have sole voting power and sole investment power over the shares held by the August Capital entities. David Hornik, a member of the Issuer's board of directors, and Howard Hartenbaum are the members of ACM V and may be deemed to have shared voting and investment power with respect to the shares held by the August Capital entities. Each such person and entity disclaims the existence of a "group" and disclaims beneficial ownership of any securities, except to the extent of such person's or entity's pecuniary interest in such securities.

Remarks: Exhibit 24.1 - Power of AttorneyThis report is one of two reports, each on a separate Form 3, but relating to the same transactions being filed by the August Capital entities and their applicable members.

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).

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