Sec Form 3 Filing - BAIN CAPITAL VENTURE INVESTORS, LLC @ AvidXchange Holdings, Inc. - 2021-10-12

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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
BAIN CAPITAL VENTURE INVESTORS, LLC
2. Issuer Name and Ticker or Trading Symbol
AvidXchange Holdings, Inc. [ AVDX]
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)
200 CLARENDON STREET,
3. Date of Earliest Transaction (MM/DD/YY)
10/12/2021
(Street)
BOSTON, MA02116
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
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 E Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 23,383,240 I See footnotes ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BAIN CAPITAL VENTURE INVESTORS, LLC
200 CLARENDON STREET
BOSTON, MA02116
X
BAIN CAPITAL VENTURE COINVESTMENT FUND, L.P.
200 CLARENDON STREET
BOSTON, MA02116
X
Bain Capital Venture Coinvestment Partners, L.P.
200 CLARENDON STREET
BOSTON, MA02116
X
BAIN CAPITAL VENTURE FUND 2014, L.P.
200 CLARENDON STREET
BOSTON, MA02116
X
Bain Capital Venture Partners 2014, L.P.
200 CLARENDON STREET
BOSTON, MA02116
X
BCV AX Investors, L.P.
200 CLARENDON STREET
BOSTON, MA02116
X
BCIP Venture Associates
200 CLARENDON STREET
BOSTON, MA02116
X
BCIP VENTURE ASSOCIATES-B
200 CLARENDON STREET
BOSTON, MA02116
X
Salem Enrique T
C/O BAIN CAPITAL VENTURE INVESTORS,
200 CLARENDON STREET
BOSTON, MA02116
X
Agarwal Ajay
C/O BAIN CAPITAL VENTURE INVESTORS
200 CLARENDON STREET
BOSTON, MA02116
X
Signatures
Bain Capital Venture Investors, LLC, By: /s/ Matthew C. Harris, Title: Managing Director 10/12/2021
Signature of Reporting Person Date
Bain Capital Venture Fund 2014, L.P., By: Bain Capital Venture Partners 2014, L.P., its general partner, By: Bain Capital Venture Investors, LLC, its general partner, By: /s/ Matthew C. Harris, Title: Managing Director 10/12/2021
Signature of Reporting Person Date
Bain Capital Venture Partners 2014, L.P., By: Bain Capital Venture Investors, LLC, its general partner, By: /s/ Matthew C. Harris, Title: Managing Director 10/12/2021
Signature of Reporting Person Date
Bain Capital Venture Coinvestment Fund, L.P., By: Bain Capital Venture Coinvestment Partners, L.P., its general partner, By: Bain Capital Venture Investors, LLC, its general partner, By: /s/ Matthew C. Harris, Title: Managing Director 10/12/2021
Signature of Reporting Person Date
Bain Capital Venture Coinvestment Partners, L.P., By: Bain Capital Venture Investors, LLC, its general partner, By: /s/ Matthew C. Harris, Title: Managing Director 10/12/2021
Signature of Reporting Person Date
BCV AX Investors, L.P., By: Bain Capital Venture Investors, LLC, its general partner, By: /s/ Matthew C. Harris, Title: Managing Director 10/12/2021
Signature of Reporting Person Date
BCIP Venture Associates, By: Boylston Coinvestors, LLC, its managing partner, By: /s/ Matthew C. Harris, Title: Authorized Signatory 10/12/2021
Signature of Reporting Person Date
BCIP Venture Associates-B, By: Boylston Coinvestors, LLC, its managing partner, By: /s/ Matthew C. Harris, Title: Authorized Signatory 10/12/2021
Signature of Reporting Person Date
/s/ Enrique T. Salem 10/12/2021
Signature of Reporting Person Date
/s/ Ajay Agarwal 10/12/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each share of Series E Preferred Stock is convertible into four shares of Common Stock at the holder's election and will automatically convert immediately prior to the closing of the Issuer's initial public offering. These shares have no expiration date.
( 2 )Bain Capital Venture Investors, LLC ("BCVI") is the general partner of Bain Capital Venture Partners 2014, L.P. ("BCV Partners 2014"), which is the general partner of Bain Capital Venture Fund 2014, L.P. ("BCV Fund 2014"). As a result, BCV Partners 2014 may be deemed to share voting and dispositive power with respect to the securities held by BCV Fund 2014. BCV Partners 2014 disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. BCV Fund 2014 holds 1,807,597 shares of Series E Preferred Stock.
( 3 )BCVI is the general partner of Bain Capital Venture Coinvestment Partners, L.P. ("BCV Coinvest Partners"), which is the general partner of Bain Capital Venture Coinvestment Fund, L.P. ("BCV Coinvest Fund"). As a result, BCV Coinvest Partners may be deemed to share voting and dispositive power with respect to the securities held by BCV Coinvest Fund. BCV Coinvest Partners disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. BCV Coinvest Fund holds 2,437,790 shares of Series E Preferred Stock.
( 4 )BCV AX Investors, L.P. ("BCV AX"), whose general partner is BCVI, holds 1,113,487 shares of Series E Preferred Stock.
( 5 )BCIP Venture Associates ("BCIP Venture"), whose managing partner is Boylston Coinvestors, LLC ("Boylston"), holds 460,899 shares of Series E Preferred Stock.
( 6 )BCIP Venture Associates-B ("BCIP Venture-B" and, together with BCV Fund 2014, BCV Coinvest Fund, BCV AX and BCIP Venture, the "Bain Capital Venture Entities"), whose managing partner is Boylston, holds 26,037 shares of Series E Preferred Stock.
( 7 )The governance, investment strategy and decision-making process with respect to the investments held by the Bain Capital Venture Entities is directed by the Executive Committee of BCVI, which consists of Enrique Salem and Ajay Agarwal. As a result, BCVI and Messrs. Salem and Agarwal may be deemed to share voting and dispositive power with respect to the securities held by the Bain Capital Venture Entities. BCVI and Messrs. Salem and Agarwal disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.

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