Sec Form 13G Filing - Insight Holdings Group LLC filing for 1stdibs.com Inc. (DIBS) - 2024-02-09

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 RULE 13d-2

(Amendment No. 1)*

1STDIBS.COM, INC.

(Name of Issuer)

COMMON STOCK, $0.01 PAR VALUE PER SHARE

(Title of Class of Securities)

320551 104

(CUSIP Number)

December 31, 2023

(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)

⌧ Rule 13d-1(d)

The information required in 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 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).

(1)	Calculations are based upon 39,981,248 shares of Common Stock of the Issuer outstanding as of October 27, 2023, as set forth in the Form 10-Q of the Issuer filed with the U.S. Securities and Exchange Commission on November 9, 2023.

CUSIP No. 320551 104

13G

Page 3 of 12 Pages

(1)	Calculations are based upon 39,981,248 shares of Common Stock of the Issuer outstanding as of October 27, 2023, as set forth in the Form 10-Q of the Issuer filed with the U.S. Securities and Exchange Commission on November 9, 2023.

CUSIP No. 320551 104

13G

Page 4 of 12 Pages

(1)	Calculations are based upon 39,981,248 shares of Common Stock of the Issuer outstanding as of October 27, 2023, as set forth in the Form 10-Q of the Issuer filed with the U.S. Securities and Exchange Commission on November 9, 2023.

CUSIP No. 320551 104

13G

Page 5 of 12 Pages

(1)	Calculations are based upon 39,981,248 shares of Common Stock of the Issuer outstanding as of October 27, 2023, as set forth in the Form 10-Q of the Issuer filed with the U.S. Securities and Exchange Commission on November 9, 2023.

CUSIP No. 320551 104

13G

Page 6 of 12 Pages

(1)	Calculations are based upon 39,981,248 shares of Common Stock of the Issuer outstanding as of October 27, 2023, as set forth in the Form 10-Q of the Issuer filed with the U.S. Securities and Exchange Commission on November 9, 2023.

(1)	Calculations are based upon 39,981,248 shares of Common Stock of the Issuer outstanding as of October 27, 2023, as set forth in the Form 10-Q of the Issuer filed with the U.S. Securities and Exchange Commission on November 9, 2023.

CUSIP No. 320551 104

13G

Page 8 of 12 Pages

(1)	Calculations are based upon 39,981,248 shares of Common Stock of the Issuer outstanding as of October 27, 2023, as set forth in the Form 10-Q of the Issuer filed with the U.S. Securities and Exchange Commission on November 9, 2023.

1stdibs.com, Inc. (the “Issuer”)

51 Astor Place, 3^rd Floor, New York, New York 10003

This Statement is being filed by the following persons (each a “Reporting Person” and, collectively, the “Reporting Persons”): (i) Insight Venture Partners IX, L.P., a Cayman Islands exempted limited partnership (“IVP IX”), (ii) Insight Venture Partners (Cayman) IX, L.P., a Cayman Islands exempted limited partnership (“IVP Cayman IX”), (iii) Insight Venture Partners (Delaware) IX, L.P., a Delaware limited partnership (“IVP Delaware IX”), (iv) Insight Venture Partners IX (Co-Investors), L.P., a Cayman Islands exempted limited partnership (“IVP Co-Investors IX” and, together with IVP IX, IVP Cayman IX and IVP Delaware IX, the “IVP IX Funds”), (v) Insight Venture Associates IX, L.P., a Cayman Islands exempted limited partnership (“IVA IX”), (vi) Insight Venture Associates IX, Ltd., a Cayman Islands exempted company (“IVA IX Ltd”) and (vii) Insight Holdings Group, LLC, a Delaware limited liability company (“Holdings”).

The general partner of each of the IVP IX Funds is IVA IX, whose general partner is IVA IX Ltd. The sole shareholder of IVA IX Ltd is Holdings. 

The address of the principal business and principal office of each of the Reporting Persons is c/o Insight Partners, 1114 Avenue of the Americas, 36th Floor, New York, New York 10036.

See Item 2(a).

Common Stock, par value $0.01 per share (“Common Stock”)

320551 104

Item 3.	If this statement is filed pursuant to Rule 13d-1(b) or Rule 13d-2(b) or (c), check whether the person filing is a:
	(a)  ☐	Broker or dealer registered under Section 15 of the Exchange Act.
	(b)  ☐	Bank as defined in Section 3(a)(6) of the Exchange Act.
	(c)  ☐	Insurance company as defined in Section 3(a)(19) of the Exchange Act.
	(d)  ☐	Investment company registered under Section 8 of the Investment Company Act.
	(e)  ☐	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
	(f)  ☐	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
	(g)  ☐	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
	(h)  ☐	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
	(i)  ☐	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
	(j)  ☐	Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

Not applicable.

The information required by Items 4(a)-(c) is set forth in Rows 5-11 of the cover pages hereto for each Reporting Person and is incorporated herein by reference for each such Reporting Person.

Not applicable.

As the general partner of the Insight IVP IX Funds, IVA IX may be deemed to beneficially own all 4,624,102 shares of Common Stock held directly by the IVP IX Funds. As the general partner of IVA IX, IVA IX Ltd may be deemed to beneficially own all 4,624,102 shares of Common Stock held directly by the IVP IX Funds.  As the sole shareholder of IVA IX Ltd, Holdings may be deemed to beneficially own all 4,624,102 shares of Common Stock held directly by the IVP IX Funds. The foregoing is not an admission by IVA IX, IVA IX Ltd or Holdings that it is the beneficial owner of the shares held of record by the IVP IX Funds, nor is it an admission by any of IVP IX Funds that it is the beneficial owner of any shares of Common Stock held by the other of the IVP IX Funds.

Not applicable.

The Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The agreement among the Reporting Persons to file jointly in accordance with Rule 13d-1(k) of the Exchange Act is attached hereto as Exhibit 99.1. The Reporting Persons disclaim membership in a group and this report shall not be deemed an admission by any of the Reporting Persons that they are or may be members of a “group” for purposes of Rule 13d-5 or for any other purpose.

Not applicable.

Not applic able.

SIGNATURE

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.

EXHIBIT INDEX