Commerce.com, Inc. — Director's Dealing 2020

Aug 12, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BigCommerce Holdings, Inc. (BIGC)
CIK: 0001626450
Period of Report: 2020-08-07

Reporting Person: MURRAY STEVEN JOSEPH (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-08-07	Series 1 Common Stock	C	5603785	—	Acquired	5603785	Indirect
2020-08-07	Series 1 Common Stock	C	279522	—	Acquired	5883307	Indirect
2020-08-07	Series 1 Common Stock	C	616449	—	Acquired	6499756	Indirect
2020-08-07	Series 1 Common Stock	C	2032894	—	Acquired	2032894	Indirect
2020-08-07	Series 1 Common Stock	C	259414	—	Acquired	2292308	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-08-07	Series C Preferred Stock	$	C	16393442	Disposed		Series 1 Common Stock (5603785)	Indirect
2020-08-07	Series D Preferred Stock	$	C	794797	Disposed		Series 1 Common Stock (279522)	Indirect
2020-08-07	Series E Preferred Stock	$	C	1849347	Disposed		Series 1 Common Stock (616449)	Indirect
2020-08-07	Series D Preferred Stock	$	C	5780346	Disposed		Series 1 Common Stock (2032894)	Indirect
2020-08-07	Series E Preferred Stock	$	C	778244	Disposed		Series 1 Common Stock (259414)	Indirect

Footnotes

F1: Series C Preferred Stock (a) automatically converted into the Issuer's Series 1 Common Stock at the applicable conversion ratio set forth in the Issuer's certificate of incorporation immediately prior to the completion of the Issuer's initial public offering of Series 1 Common Stock and (b) had no expiration date.

F2: Series D Preferred Stock (a) automatically converted into the Issuer's Series 1 Common Stock at the applicable conversion ratio set forth in the Issuer's certificate of incorporation immediately prior to the completion of the Issuer's initial public offering of Series 1 Common Stock and (b) had no expiration date.

F3: Series E Preferred Stock (a) automatically converted into the Issuer's Series 1 Common Stock at the applicable conversion ratio set forth in the Issuer's certificate of incorporation immediately prior to the completion of the Issuer's initial public offering of Series 1 Common Stock and (b) had no expiration date.

F4: The reported securities are held directly by Revolution Growth II, LP ("Revolution II"). The Reporting Person is the operating manager of Revolution Growth UGP II, LLC, the general partner of Revolution Growth GP II, LP, which is the general partner of Revolution II. Revolution Growth UGP II, LLC, Revolution Growth GP II, LP and the Reporting Person may be deemed to have voting and dispositive power with respect to these shares. The Reporting Person disclaims beneficial ownership of the shares held by Revolution II except to the extent of his pecuniary interest therein.

F5: The reported securities are held directly by Softbank Princeville Investments, L.P. ("Softbank Princeville"). The Reporting Person is the managing member of SB PV GP LLC, which is the general partner of SB PV GP, L.P., the general partner of Softbank Princeville. The Reporting Person may be deemed to have voting and dispositive power with respect to these shares. The Reporting Person disclaims beneficial ownership of the shares held by Softbank Princeville except to the extent of his pecuniary interest therein.