Sec Form 4 Filing - JACOBS BRIAN @ Bill.com Holdings, Inc. - 2019-12-16

Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security.

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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 *
JACOBS BRIAN
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 _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O EMERGENCE EQUITY PARTNERS, 160 BOVET ROAD, SUITE 300
3. Date of Earliest Transaction (MM/DD/YY)
12/16/2019
(Street)
SAN MATEO, CA94402
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
Common Stock 12/16/2019C( 1 ) 339,098 A $ 0 339,098 I See Footnote ( 2 )
Common Stock 12/16/2019C( 1 ) 3,393,582 A $ 0 3,393,582 I See Footnote ( 3 )
Common Stock 12/16/2019C( 1 ) 1,213,374 A $ 0 1,213,374 I See Footnote ( 4 )
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 ) 12/16/2019C( 1 ) 246,896 ( 1 )( 1 ) Common Stock 246,896 $ 0 0 I See Footnote ( 2 )
Series B Convertible Preferred Stock ( 1 ) 12/16/2019C( 1 ) 2,471,963 ( 1 )( 1 ) Common Stock 2,471,963 $ 0 0 I See Footnote ( 3 )
Series B Convertible Preferred Stock ( 1 ) 12/16/2019C( 1 ) 844,837 ( 1 )( 1 ) Common Stock 844,837 $ 0 0 I See Footnote ( 4 )
Series C Convertible Preferred Stock ( 1 ) 12/16/2019C( 1 ) 36,914 ( 1 )( 1 ) Common Stock 36,914 $ 0 0 I See Footnote ( 2 )
Series C Convertible Preferred Stock ( 1 ) 12/16/2019C 368,975 ( 1 )( 1 ) Common Stock 368,975 $ 0 0 I See Footnote ( 3 )
Series C Convertible Preferred Stock ( 1 ) 12/16/2019C( 1 ) 147,546 ( 1 )( 1 ) Common Stock 147,546 $ 0 0 I See Footnote ( 4 )
Series D Convertible Preferred Stock ( 1 ) 12/16/2019C( 1 ) 45,627 ( 1 )( 1 ) Common Stock 45,627 $ 0 0 I See Footnote ( 2 )
Series D Convertible Preferred Stock ( 1 ) 12/16/2019C( 1 ) 456,071 ( 1 )( 1 ) Common Stock 456,071 $ 0 0 I See Footnote ( 3 )
Series D Convertible Preferred Stock ( 1 ) 12/16/2019C( 1 ) 182,374 ( 1 )( 1 ) Common Stock 182,374 $ 0 0 I See Footnote ( 4 )
Series E Convertible Preferred Stock ( 1 ) 12/16/2019C( 1 ) 8,296 ( 1 )( 1 ) Common Stock 8,296 $ 0 0 I See Footnote ( 2 )
Series E Convertible Preferred Stock ( 1 ) 12/16/2019C( 1 ) 82,923 ( 1 )( 1 ) Common Stock 82,923 $ 0 0 I See Footnote ( 3 )
Series E Convertible Preferred Stock ( 1 ) 12/16/2019C( 1 ) 33,159 ( 1 )( 1 ) Common Stock 33,159 $ 0 0 I See Footnote ( 4 )
Series G Convertible Preferred Stock ( 1 ) 12/16/2019C( 1 ) 1,365 ( 1 )( 1 ) Common Stock 1,365 $ 0 0 I See Footnote ( 2 )
Series G Convertible Preferred Stock ( 1 ) 12/16/2019C( 1 ) 13,650 ( 1 )( 1 ) Common Stock 13,650 $ 0 0 I See Footnote ( 3 )
Series G Convertible Preferred Stock ( 1 ) 12/16/2019C( 1 ) 5,458 ( 1 )( 1 ) Common Stock 5,458 $ 0 0 I See Footnote ( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
JACOBS BRIAN
C/O EMERGENCE EQUITY PARTNERS
160 BOVET ROAD, SUITE 300
SAN MATEO, CA94402
X
Signatures
/s/ Rajesh Aji, Attorney-in-Fact12/18/2019
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Immediately upon the close of the Issuer's initial public offering all shares of the Issuer's convertible preferred stock automatically converted into shares of its Common Stock on a 1:1 basis.
( 2 )The shares are held by Emergence Capital Associates, L.P. Emergence GP Partners, LLC is the sole general partner of Emergence Equity Partners, L.P., which is the sole general partner of each of Emergence Capital Associates, L.P., Emergence Capital Partners, L.P. and Emergence Capital Partners-P.A., L.P. (the "Emergence Capital Entities"). Jason Green and Gordon Ritter are managers of Emergence GP Partners, LLC. Brian Jacobs, a member of the Issuer's board of directors, is a manager of Emergence Equity Partners, L.P. The Reporting Person disclaims Section 16 beneficial ownership of these securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.
( 3 )The shares are held by Emergence Capital Partners, L.P. Emergence GP Partners, LLC is the sole general partner of Emergence Equity Partners, L.P., which is the sole general partner of the Emergence Capital Entities. Jason Green and Gordon Ritter are managers of Emergence GP Partners, LLC. Brian Jacobs, a member of the Issuer's board of directors, is a manager of Emergence Equity Partners, L.P. The Reporting Person disclaims Section 16 beneficial ownership of these securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.
( 4 )The shares are held by Emergence Capital Partners-P.A., L.P. Emergence GP Partners, LLC is the sole general partner of Emergence Equity Partners, L.P., which is the sole general partner of the Emergence Capital Entities. Jason Green and Gordon Ritter are managers of Emergence GP Partners, LLC. Brian Jacobs, a member of the Issuer's board of directors, is a manager of Emergence Equity Partners, L.P. The Reporting Person disclaims Section 16 beneficial ownership of these securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.

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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