Sec Form 13G Filing - General Catalyst GP IV LLC filing for BigCommerce Holdings Inc. (BIGC) - 2021-02-16

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 the disclosures provided in a prior cover page.

  Names of Reporting Persons

  General Catalyst GP IV, LLC

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  USA

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  8,253,453

  Sole Dispositive Power

  0

  Shared Dispositive Power

  8,253,453

  Aggregate Amount Beneficially Owned by Each Reporting Person

  8,253,453

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

  & #x2610;

  Percent of Class Represented by Amount in Row (9)

  12.9%

  Type of Reporting Person (See Instructions)

  OO

  Names of Reporting Persons

  General Catalyst Group IV, L.P.

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☒        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  USA

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  8,253,453

  Sole Dispositive Power

  0

  Shared Dispositive Power

  8,253,453

  Aggregate Amount Beneficially Owned by Each Reporting Person

  8,253,453

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)

  12.9%

  Type of Reporting Person (See Instructions)

  PN

  Names of Reporting Persons

  GC Entrepreneurs Fund IV, L.P.

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☒        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  USA

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  8,253,453

  Sole Dispositive Power

  0

  Shared Dispositive Power

  8,253,453

  Aggregate Amount Beneficially Owned by Each Reporting Person

  8,253,453

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)

  12.9%

  Type of Reporting Person (See Instructions)

  PN

  Names of Reporting Persons

  General Catalyst Partners IV, L.P.

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  USA

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  8,253,453

  Sole Dispositive Power

  0

  Shared Dispositive Power

  8,253,453

  Aggregate Amount Beneficially Owned by Each Reporting Person

  8,253,453

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)

  12.9%

  Type of Reporting Person (See Instructions)

  PN

  Names of Reporting Persons

  General Catalyst GP V, LLC

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  USA

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  8,253,453

  Sole Dispositive Power

  0

  Shared Dispositive Power

  8,253,453

  Aggregate Amount Beneficially Owned by Each Reporting Person

  8,253,453

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)

  12.9%

  Type of Reporting Person (See Instructions)

  OO

  Names of Reporting Persons

  General Catalyst Partners V, L.P.

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  USA

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  8,253,453

  Sole Dispositive Power

  0

  Shared Dispositive Power

  8,253,453

  Aggregate Amount Beneficially Owned by Each Reporting Person

  8,253,453

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)

  12.9%

  Type of Reporting Person (See Instructions)

  PN

  Names of Reporting Persons

  General Catalyst Group V, L.P.

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☒        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  USA

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  8,253,453

  Sole Dispositive Power

  0

  Shared Dispositive Power

  8,253,453

  Aggregate Amount Beneficially Owned by Each Reporting Person

  8,253,453

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)

  12.9%

  Type of Reporting Person (See Instructions)

  PN

  Names of Reporting Persons

  GC Entrepreneurs Fund V, L.P.

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☒        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  USA

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  8,253,453

  Sole Dispositive Power

  0

  Shared Dispositive Power

  8,253,453

  Aggregate Amount Beneficially Owned by Each Reporting Person

  8,253,453

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)

  12.9%

  Type of Reporting Person (See Instructions)

  PN

  Names of Reporting Persons

  General Catalyst Group V Supplemental, L.P.

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  USA

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  8,253,453

  Sole Dispositive Power

  0

  Shared Dispositive Power

  8,253,453

  Aggregate Amount Beneficially Owned by Each Reporting Person

  8,253,453

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)

  12.9%

  Type of Reporting Person (See Instructions)

  PN

  Names of Reporting Persons

  David P. Fialkow

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  USA

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  8,253,453

  Sole Dispositive Power

  0

  Shared Dispositive Power

  8,253,453

  Aggregate Amount Beneficially Owned by Each Reporting Person

  8,253,453

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)

  12.9%

  Type of Reporting Person (See Instructions)

  IN

  Names of Reporting Persons

  Joel E. Cutler

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  USA

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  8,253,453

  Sole Dispositive Power

  0

  Shared Dispositive Power

  8,253,453

  Aggregate Amount Beneficially Owned by Each Reporting Person

  8,253,453

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)

  12.9%

  Type of Reporting Person (See Instructions)

  IN

  Names of Reporting Persons

  Lawrence S. Bohn

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  USA

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  8,253,453

  Sole Dispositive Power

  0

  Shared Dispositive Power

  8,253,453

  Aggregate Amount Beneficially Owned by Each Reporting Person

  8,253,453

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)

  12.9%

  Type of Reporting Person (See Instructions)

  IN

  Names of Reporting Persons

  Hemant Taneja

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  USA

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  3,248,746

  Sole Dispositive Power

  0

  Shared Dispositive Power

  3,248,746

  Aggregate Amount Beneficially Owned by Each Reporting Person

  3,248,746

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)

  5.1%

  Type of Reporting Person (See Instructions)

  IN

Name of Issuer:

BigCommerce Holdings, Inc.

Address of Issuer’s Principal Executive Offices:

The address of the principal business office of all Reporting Persons is 11305 Four Points Drive, Building II, Third Floor, Austin, TX 78726

Name of Person Filing:

This joint statement on Schedule 13G is being filed by General Catalyst Group IV, L.P., a Delaware limited partnership (“GC IV”), GC Entrepreneurs Fund IV, L.P., a Delaware limited partnership (“E Fund IV”), General Catalyst Partners IV, L.P., a Delaware limited partnership (“GC IV GPLP”), General Catalyst GP IV, LLC, a Delaware limited liability company (“GC IV GPLLC”), General Catalyst Group V, L.P., a Delaware limited partnership (“GC V”), GC Entrepreneurs Fund V, L.P., a Delaware limited partnership (“E Fund V”), General Catalyst Partners V, L.P., a Delaware limited partnership (“GC V GPLP”), General Catalyst GP V, LLC, a Delaware limited liability company (“GC V GPLLC”), General Catalyst Group V Supplemental, L.P., a Delaware limited partnership (“GC V Supplemental”), David P. Fialkow, Joel E. Cutler, Lawrence S. Bohn and Hemant Taneja (together, the “Managers”), who are collectively referred to herein as the “Reporting Persons.”

GC IV GPLP is the sole general partner of GC IV and E Fund IV. GC IV GPLLC is the sole general partner of GC IV GPLP. Joel E. Cutler and David P. Fialkow are Managing Directors of GC IV GPLLC.

GC V GPLP is the sole general partner of GC V, E Fund V and GC V Supplemental. GC V GPLLC is the sole general partner of GC V GPLP. Joel E. Cutler, David P. Fialkow and Hemant Taneja are Managing Directors of GC V GPLLC.

The Reporting Persons have entered into a Joint Filing Agreement, dated as of the date hereof, a copy of which is filed with this Schedule 13G as Exhibit 1 (which is incorporated herein by reference), pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k) under the Act.

Address of Principal Business Office or, if none, Residence:

20 University Road, 4^th Floor, Cambridge, MA 02138

Citizenship:

Each of GC IV, E Fund IV, GC IV GPLP, GC V, E Fund V and GC V Supplemental is a limited partnership organized under the laws of the State of Delaware. Each of GC IV GPLLC and GC V GPLLC is a limited liability company organized under the laws of the State of Delaware. Each of the Managers is U.S. citizen.

Title of Class of Securities:

Series 1 Common Stock, $0.0001 par value per share.

CUSIP Number:

08975P108

Amount beneficially owned:

GC IV is the record owner of 3,164,776 Series 1 Common Shares, E Fund IV is the record owner of 83,970 shares (together, the “Fund IV Record Shares”). GC V is the record owner of 1,701,694 shares, E Fund V is the record owner of 102,331 shares and GC V Supplemental is the record owner of 3,200,682 shares (together, the “Fund V Record Shares”, the Fund IV Record Shares and the Fund V Record shares collectively, the “Record Shares”).

As the sole general partner of GC IV and E Fund IV, GC IV GPLP may be deemed to beneficially own the Record Shares. As the sole general partner of GC IV GPLP, GC IV GPLLC may be deemed to own beneficially the Record Shares. As the sole general partner of GC V, E Fund V and GC V Supplemental, GC V GPLP may be deemed to beneficially own the Record Shares. As the sole general partner of GC V GPLP, GC V GPLLC may be deemed to own beneficially the Record Shares. By virtue of their relationship as affiliated entities who have overlapping general partners and managing directors, each Reporting Entity may be deemed to share the power and direct the disposition and vote of the Record Shares.

Each of Joel E. Cutler, David P. Fialkow and Lawrence S. Bohn may be deemed to beneficially own the Record Shares. Hemant Taneja may be deemed to beneficially own the Fund V Record Shares.

Percent of class:

See Line 11 of cove sheets. The percentages set forth on the cover sheets for each Reporting Person are calculated based on 64,101,536 shares of Series 1 Common Stock reported to be outstanding by the Issuer as of September 30, 2020, as listed on the Issuer’s Form 424B4 filed with the Securities and Exchange Commission on November 16, 2020.

Sole power to vote or to direct the vote

See Line 5 of cover sheets.

Shared power to vote or to direct the vote

See Line 6 of cover sheets.

Sole power to dispose or to direct the disposition of

See Line 7 of cover sheets.

Shared power to dispose or to direct the disposition of

See Line 8 of cover sheets.

GENERAL CATALYST PARTNERS V, L.P.

its General Partner

*

*

*

*

/s/ Christopher McCain

This Schedule 13G was executed by Christopher McCain on behalf of the Managers pursuant to Powers of Attorney filed as Exhibit 24.1 to the Form 4 relating to the beneficial ownership of shares of Intersections Inc. (file no. 000-50580) by Reporting Persons filed with the Securities Exchange Commission on January 15, 2019 and incorporated herein in its entirety by reference.

                *

                *

                *

                *

/s/ Christopher McCain