Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. 1)*
Bill.com Holdings, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
090043100
(CUSIP Number)
December 31, 2020
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
(Continued on following pages)
Page 1 of 13 Pages
Exhibit Index Contained on Page 11
| CUSIP NO. 090043100 | 13 G | Page 2 of 13 |
| 1 | NAME
OF REPORTING SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON DCM IV, L.P. (“DCM IV”) |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Cayman Islands |
NUMBER
OF
|
5 | SOLE
VOTING POWER 1,928,377 shares, except that DCM Investment Management IV, L.P. (“GP IV”), the general partner of DCM IV, and DCM International IV, Ltd. (“UGP IV”), the general partner of GP IV, may be deemed to have sole power to vote these shares, and K. David Chao (“Chao”), the sole director of UGP IV, may be deemed to have sole power to vote these shares. |
| 6 | SHARED
VOTING POWER See response to row 5. | |
| 7 | SOLE
DISPOSITIVE POWER 1,928,377 shares, except that GP IV, the general partner of DCM IV, and UGP IV, the general partner of GP IV, may be deemed to have sole power to dispose of these shares, and Chao, the sole director of UGP IV, may be deemed to have sole power to dispose of these shares. | |
| 8 | SHARED
DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
1,928,377 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) |
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 2.4% | |
| 12 | TYPE OF REPORTING PERSON* PN | |
| CUSIP NO. 090043100 | 13 G | Page 3 of 13 |
| 1 | NAME
OF REPORTING SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON DCM Affiliates Fund IV, L.P. (“Aff IV”) |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Cayman Islands |
NUMBER
OF
|
5 | SOLE
VOTING POWER 49,038 shares, except that GP IV, the general partner of Aff IV, and UGP IV, the general partner of GP IV, may be deemed to have sole power to vote these shares, and Chao, the sole director of UGP IV, may be deemed to have sole power to vote these shares. |
| 6 | SHARED
VOTING POWER See response to row 5. | |
| 7 | SOLE
DISPOSITIVE POWER 49,038 shares, except that GP IV, the general partner of Aff IV, and UGP IV, the general partner of GP IV, may be deemed to have sole power to dispose of these shares, and Chao, the sole director of UGP IV, may be deemed to have sole power to dispose of these shares. | |
| 8 | SHARED
DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
49,038 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) |
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0% | |
| 12 | TYPE OF REPORTING PERSON* PN | |
| CUSIP NO. 090043100 | 13 G | Page 4 of 13 |
| 1 | NAME
OF REPORTING SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON DCM Investment Management IV, L.P. (“GP IV”) |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Cayman Islands |
NUMBER
OF
|
5 | SOLE
VOTING POWER 1,977,415 shares, of which 1,928,377 are directly owned by DCM IV and 49,038 are directly owned by Aff IV. GP IV, the general partner of DCM IV and Aff IV, may be deemed to have sole power to vote these shares, except that UGP IV, the general partner of GP IV, may be deemed to have sole power to vote these shares, and Chao, the sole director of UGP IV, may be deemed to have sole power to vote these shares. |
| 6 | SHARED
VOTING POWER See response to row 5. | |
| 7 | SOLE
DISPOSITIVE POWER 1,977,415 shares, of which 1,928,377 are directly owned by DCM IV and 49,038 are directly owned by Aff IV. GP IV, the general partner of DCM IV and Aff IV, may be deemed to have sole power to dispose of these shares, except that UGP IV, the general partner of GP IV, may be deemed to have sole power to dispose of these shares, and Chao, the sole director of UGP IV, may be deemed to have sole power to dispose of these shares. | |
| 8 | SHARED
DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
1,977,415 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) |
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 2.4% | |
| 12 | TYPE OF REPORTING PERSON* PN | |
| CUSIP NO. 090043100 | 13 G | Page 5 of 13 |
| 1 | NAME
OF REPORTING SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON DCM International IV, Ltd. (“UGP IV”) |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Cayman Islands |
NUMBER
OF
|
5 | SOLE
VOTING POWER 1,977,415 shares, of which 1,928,377 are directly owned by DCM IV and 49,038 are directly owned by Aff IV. UGP IV is the general partner of GP IV, the general partner of each of DCM IV and Aff IV, and may be deemed to have sole voting power with respect to such shares, except GP IV, the general partner of each of DCM IV and Aff IV, may be deemed to have sole power to vote these shares, and Chao, the sole director of UGP IV, may be deemed to have sole power to vote these shares. |
| 6 | SHARED
VOTING POWER See response to row 5. | |
| 7 | SOLE
DISPOSITIVE POWER 1,977,415 shares, of which 1,928,377 are directly owned by DCM IV and 49,038 are directly owned by Aff IV. UGP IV is the general partner of GP IV, the general partner of each of DCM IV and Aff IV, and may be deemed to have sole power to dispose of such shares, except GP IV, the general partner of each of DCM IV and Aff IV, may be deemed to have sole powe r to dispose of these shares, and Chao, the sole director of UGP IV, may be deemed to have sole power to dispose of these shares. | |
| 8 | SHARED
DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
1,977,415 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) |
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 2.4% | |
| 12 | TYPE OF REPORTING PERSON* OO | |
| CUSIP NO. 090043100 | 13 G | Page 6 of 13 |
| 1 | NAME
OF REPORTING PERSON K. David Chao (“Chao”) |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Japanese Citizen |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE
VOTING POWER 0 shares. |
| 6 | SHARED
VOTING POWER 1,977,415 shares, of which 1,928,377 are directly owned by DCM IV and 49,038 are directly owned by Aff IV. Chao is a director of UGP IV, the general partner of GP IV, the general partner of each of DCM IV and Aff IV, and may be deemed to have sole power to vote these shares. | |
| 7 | SOLE
DISPOSITIVE POWER 0 shares. | |
| 8 | SHARED
DISPOSITIVE POWER 1,977,415 shares, of which 1,928,377 are directly owned by DCM IV and 49,038 are directly owned by Aff IV. Chao is a director of UGP IV, the general partner of GP IV, the general partner of each of DCM IV and Aff IV, and may be deemed to have sole power to dispose of these shares. |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
1,977,415 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) |
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 2.4% | |
| 12 | TYPE OF REPORTING PERSON* IN | |
| CUSIP NO. 090043100 | 13 G | Page 7 of 13 |
| ITEM 1(A). | NAME OF ISSUER Bill.com Holdings, Inc. |
| ITEM 1(B). | ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES |
1810 Embarcadero Road
Palo Alto, CA 94303
| ITEM 2(A). | NAME OF PERSONS FILING
This Schedule 13G is filed by DCM IV, L.P., a Cayman Islands exempted limited partnership (“DCM IV”), DCM Affiliates Fund IV, L.P., a Cayman Islands exempted limited partnership (“Aff IV”), DCM Investment Management IV, L.P., a Cayman Islands exempted limited partnership (“GP IV”), and DCM International IV, Ltd., a Cayman Islands limited company (“UGP IV”), and K. David Chao (“Chao”). The foregoing entities and individuals are collectively referred to as the “Reporting Persons.” |
GP IV, the general partner of DCM IV, and Aff IV, may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by DCM IV and Aff IV. UGP IV, the general partner of GP IV, may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by DCM IV and Aff IV. Chao is the sole director of UGP IV and may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by DCM IV and Aff IV.
| ITEM 2(B). | ADDRESS OF PRINCIPAL OFFICE |
The address for each of the Reporting Persons is:
DCM
2420 Sand Hill Road
Suite 200
Menlo Park, California 94025
| ITEM 2(C) | CITIZENSHIP |
DCM IV, Aff IV and GP IV are Cayman Islands exempted limited partnerships. UGP IV is a Cayman Islands limited company. Chao is a Japanese citizen.
| ITEM 2(D) AND (E). | TITLE OF CLASS OF SECURITIES AND CUSIP NUMBER Common Stock |
CUSIP # 090043100
| ITEM 3. | Not Applicable |
| ITEM 4. | OWNERSHIP
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. |
| CUSIP NO. 090043100 | 13 G | Page 8 of 13 |
| (a) | Amount beneficially owned: See Row 9 of cover page for each Reporting Person. |
| (b) | Percent of Class: See Row 11 of cover page for each Reporting Person. |
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: See Row 5 of cover page for each Reporting Person. |
| (ii) | Shared power to vote or to direct the vote: |
See Row 6 of cover page for each Reporting Person.
| (iii) | Sole power to dispose or to direct the disposition of: |
See Row 7 of cover page for each Reporting Person.
| (iv) | Shared power to dispose or to direct the disposition of: See Row 8 of cover page for each Reporting Person. |
| ITEM 5. | OWNERSHIP
OF FIVE PERCENT OR LESS OF A CLASS If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: x Yes |
| ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. Under certain circumstances, set forth in the limited partnership agreements of DCM IV, Aff IV, and GP IV, and the memorandum and articles of association of UGP IV, the general and limited partners or directors, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the issuer owned by each such entity of which they are a general partner, limited partner, or director. |
| ITEM 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY Not applicable. |
| ITEM 8. | IDENTIFICA
TION AND CLASSIFICATION OF MEMBERS OF THE GROUP. Not applicable. |
| ITEM 9. | NOTICE OF DISSOLUTION OF GROUP. Not applicable |
| CUSIP NO. 090043100 | 13 G | Page 9 of 13 |
| ITEM 10. | CERTIFICATION. Not applicable |
| CUSIP NO. 090043100 | 13 G | Page 10 of 13 |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 8, 2021
| DCM IV, L.P. | ||
| By: DCM INVESTMENT MANAGEMENT IV, L.P. | ||
| Its General Partner | ||
| By: DCM INTERNATIONAL IV, LTD. | ||
| Its General Partner | ||
| By: | /s/ Matthew C. Bonner | |
| Matthew C. Bonner | ||
| Attorney in Fact | ||
| DCM AFFILIATES FUND IV, L.P. | ||
| By: DCM INVESTMENT MANAGEMENT IV, L.P. | ||
| Its General Partner | ||
| By: DCM INTERNATIONAL IV, LTD. | ||
| Its General Partner | ||
| By: | /s/ Matthew C. Bonner | |
| Matthew C. Bonner | ||
| Attorney in Fact | ||
| DCM INVESTMENT MANAGEMENT IV, L.P. | ||
| By: DCM INTERNATIONAL IV, LTD. | ||
| Its General Partner | ||
| By: | /s/ Matthew C. Bonner | |
| Matthew C. Bonner | ||
| Attorney in Fact | ||
| DCM INTERNATIONAL IV, LTD. | ||
| By: | /s/ Matthew C. Bonner | |
| Matthew C. Bonner | ||
| Attorney in Fact | ||
| K. David Chao | ||
| By: | /s/ Matthew C. Bonner | |
| Matthew C. Bonner, Attorney in Fact | ||
| CUSIP NO. 090043100 | 13 G | Page 11 of 13 |
EXHIBIT INDEX
| Found on Sequentially | |
| Exhibit | Numbered Page |
| Exhibit A: Agreement of Joint Filing | 12 |
| Exhibit B: Power of Attorney | 13 |
| CUSIP NO. 090043100 | 13 G | Page 12 of 13 |
exhibit A
Agreement of Joint Filing
The Reporting Persons hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of the Issuer shall be filed on behalf of each of the Reporting Persons. Note that copies of the applicable Agreement of Joint Filing are already on file with the appropriate agencies.
| CUSIP NO. 090043100 | 13 G | Page 13 of 13 |
exhibit B
Power of Attorney
Matthew C. Bonner has signed this Schedule 13G as Attorney-In-Fact. Note that copies of the applicable Power of Attorney are already on file with the appropriate agencies.