0001567619-19-022918.txt : 20191211 0001567619-19-022918.hdr.sgml : 20191211 20191211210544 ACCESSION NUMBER: 0001567619-19-022918 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20191211 FILED AS OF DATE: 20191211 DATE AS OF CHANGE: 20191211 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Hartenbaum Howard CENTRAL INDEX KEY: 0001547424 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39149 FILM NUMBER: 191280917 MAIL ADDRESS: STREET 1: 2480 SAND HILL ROAD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: August Capital V Special Opportunities, L.P. CENTRAL INDEX KEY: 0001452199 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39149 FILM NUMBER: 191280918 BUSINESS ADDRESS: STREET 1: 2480 SAN HILL RD. STREET 2: SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-234-9900 MAIL ADDRESS: STREET 1: 2480 SAN HILL RD. STREET 2: SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: August Capital V, L.P. CENTRAL INDEX KEY: 0001452198 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39149 FILM NUMBER: 191280919 BUSINESS ADDRESS: STREET 1: 2480 SAND HILL RD. STREET 2: SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-234-9900 MAIL ADDRESS: STREET 1: 2480 SAND HILL RD. STREET 2: SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: August Capital Strategic Partners V, L.P. CENTRAL INDEX KEY: 0001464232 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39149 FILM NUMBER: 191280920 BUSINESS ADDRESS: STREET 1: 2480 SAND HILL RD., SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-234-9900 MAIL ADDRESS: STREET 1: 2480 SAND HILL RD., SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: August Capital Management V, L.L.C. CENTRAL INDEX KEY: 0001547399 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39149 FILM NUMBER: 191280921 BUSINESS ADDRESS: STREET 1: 2480 SAND HILL ROAD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650.234.9900 MAIL ADDRESS: STREET 1: 2480 SAND HILL ROAD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Bill.com Holdings, Inc. CENTRAL INDEX KEY: 0001786352 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 832261725 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1810 EMBARCADERO ROAD CITY: PALO ALTO STATE: CA ZIP: 94303 BUSINESS PHONE: (650) 621-7700 MAIL ADDRESS: STREET 1: 1810 EMBARCADERO ROAD CITY: PALO ALTO STATE: CA ZIP: 94303 3 1 doc1.xml FORM 3 X0206 3 2019-12-11 0 0001786352 Bill.com Holdings, Inc. BILL 0001547399 August Capital Management V, L.L.C. C/O AUGUST CAPITAL PMB #456, 660 4TH STREET SAN FRANCISCO CA 94107 0 0 1 0 0001464232 August Capital Strategic Partners V, L.P. C/O AUGUST CAPITAL PMB #456, 660 4TH STREET SAN FRANCISCO CA 94107 0 0 1 0 0001452198 August Capital V, L.P. C/O AUGUST CAPITAL PMB #456, 660 4TH STREET SAN FRANCISCO CA 94107 0 0 1 0 0001452199 August Capital V Special Opportunities, L.P. C/O AUGUST CAPITAL PMB #456, 660 4TH STREET SAN FRANCISCO CA 94107 0 0 1 0 0001547424 Hartenbaum Howard C/O AUGUST CAPITAL PMB #456, 660 4TH STREET SAN FRANCISCO CA 94107 0 0 1 0 Series B Convertible Preferred Stock Common Stock 3595890 I See Footnote Series C Convertible Preferred Stock Common Stock 582972 I See Footnote Series D Convertible Preferred Stock Common Stock 736437 I See Footnote Series E Convertible Preferred Stock Common Stock 1211306 I See Footnote Series F Convertible Preferred Stock Common Stock 832389 I See Footnote Series G Convertible Preferred Stock Common Stock 773770 I See Footnote The shares of Convertible Preferred Stock are convertible into the Issuer's Common Stock on a 1:1 basis and has no expiration date. Immediately upon the close of the Issuer's initial public offering all shares of convertible preferred stock will be automatically converted into shares of Common Stock. Held by August Capital V, L.P. for itself and as nominee for August Capital Strategic Partners V, L.P. and related individuals, collectively the August Capital entities. August Capital Management V, L.L.C. ("ACM V") is the general partner of the August Capital entities and may be deemed to have sole voting power and sole investment power over the shares held by the August Capital entities. David Hornik, a member of the Issuer's board of directors, and Howard Hartenbaum are the members of ACM V and may be deemed to have shared voting and investment power with respect to the shares held by the August Capital entities. Each such person and entity disclaims the existence of a "group" and disclaims beneficial ownership of any securities, except to the extent of such person's or entity's pecuniary interest in such securities. The shares are held by August Capital V Special Opportunities, L.P. for itself and as nominee for August Capital Strategic Partners V, L.P. and related individuals, collectively the August Capital entities. ACM V is the general partner of the August Capital entities and may be deemed to have sole voting power and sole investment power over the shares held by the August Capital entities. David Hornik, a member of the Issuer's board of directors, and Howard Hartenbaum are the members of ACM V and may be deemed to have shared voting and investment power with respect to the shares held by the August Capital entities. Each such person and entity disclaims the existence of a "group" and disclaims beneficial ownership of any securities, except to the extent of such person's or entity's pecuniary interest in such securities. Exhibit 24.1 - Power of Attorney This report is one of two reports, each on a separate Form 3, but related to the same transactions being filed by the August Capital entities and their applicable members. /s/ Abigail Hipps, Attorney-in-Fact 2019-12-11 EX-24.1 2 poa_hipps.htm EXHIBIT 24.1 - POWER OF ATTORNEY

AUGUST CAPITAL

POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS, that each person listed on Schedule A attached hereto (each a "Granting Entity," and collectively the "Granting Entities" ) and each person listed on Schedule B attached hereto (each, a "Granting Equity Holder"and collectively, the"Granting Equity Holders" ), hereby constitutes and appoints ABIGAIL HIPPS its true and lawful attomey-in- fact (the "Attorney-in-Fact' ) to act for and on behalf of such person in its own capacity and in its
capacity as a manager, member, general partner or similar control person ("Control Person") of any other Granting Entity to:

a.
execute contracts, agreements, instruments, certificates and documents that arise in the ordinary course of business on behalf of such person in its own capacity and in its capacity as a Control Person in accordance with and subject to the provisions of the relevant governing documents of such person and applicable law, including, but not limitedto, stock powers, stock purchase agreements, voting agreements, co-sale agreements, investor rights agreements, management rights agreements, proxies, ballots, indemnification agreements, waivers, stockholder written consents or amendments or modifications to any of the foregoing, and documents related to opening and maintaining bank and brokerage accounts;

b.
execute, individually or jointly with any other reporting persons, any and all reports, notices, communications and other documents (including, but not limited to, reports or filings on Form ADV, Form D, Schedule 13D, Schedule 13G, Form 13-F, Form 13H, Form 3, Form 4, Form 5 and any applicable registration statements) that such Granting Entity or Granting Equity Holder may be required to file with any foreign or domestic regulatory authority, including, but not limited to, the United States Securities and Exchange Commission pursuant to the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Company Act of 1940 or the Investment Advisers Act of 1940, each as amended and with the implementing rules and regulations thereto (collectively, the "Reports" ) with respect to such person's (i) status as an officer, member or director of, or (ii) ownership of, or transactions in, securities of, any entity whose securities are beneficially owned (directly or indirectly) by such person;

c.
do and perform any and all acts for and on behalf of such Granting Entity or Granting Equity Holder that may be necessary or desirable to complete and execute any such Reports and timely file such forms, reports, notices and schedules with the United States Securities and Exchange Commission and any stock exchange or other domestic or foreign authority; and

d.
take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, such Granting Entity or Granting Equity Holder, it being understood that the documents executed by such attorney-in-fact on behalf of such person, pursuant to this Power of Attorney, shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his discretion.


Each Granting Entity and Granting Equity Holder hereby grants to such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary, and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as such person might or could do if personally present, with full power of revocation, hereby ratifying and confirming all that such attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. Each Granting Entity and Granting Equity Holder acknowledges that no such attorney-in-fact, in serving in such capacity at the request of such person, is hereby assuming, nor is any other Granting Entity or Granting Equity Holder hereby assuming, any of such person's responsibilities to comply with Section 16 or Section 13 of the Securities Exchange Act of 1934 or otherwise.

One or more additional Granting Entities or Granting Equity Holders may become a party to this Power of Attorney after the date hereof without the consent of any of the other parties hereto by executing a counterpart to this Power of Attorney. Schedule A and Schedule B shall be amended from time to time by the attorney-in-fact to reflect the addition or removal of any Granting Entity or Granting Equity Holder.

This Power of Attorney shall remain in full force and effect with respect to a Granting Entity or a Granting Equity Holder until the sooner of (i) delivery by such Granting Entity or Granting Equity Holder to the Attorney-in-Fact at his last known business address of a written revocation, in whole or in part, of this Power of Attorney, (ii) delivery by August Capital Master Management Company, L.L.C. to the Attorney-in-Fact at his last known business address of a written revocation, in whole or in part, of this Power of Attorney or (iii) December 31, 2028.



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IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed effective as of December 31, 2018.


GRANTING ENTITIES


AUGUST CAPITAL MANAGEMENT V, L.L.C.
By: /s/ David Hornik
Name: David Hornik Title: Member

AUGUST CAPITAL V, L.P.
By: August Capital Management V, L.L.C., its general partner
By: /s/ David Hornik
Name: David Hornik Title: Member

AUGUST CAPITAL V SPECIAL OPPORTUNITIES, L.P.
By: August Capital Management V, L.L.C., its general partner
By: /s/ David Hornik
Name: David Hornik Title: Member

AUGUST CAPITAL STRATEGIC PARTNERS V, L.P.
By: August Capital Management V, L.L.C., its general partner
By: /s/ David Hornik
Name: David Hornik Title: Member



IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed effective as of December 31, 2018.

AUGUST CAPITAL MANAGEMENT VI, L.L.C.
By: /s/ David Hornik
Name: David Hornik Title: Member

AUGUST CAPITAL VI, L.P.
By: August Capital Management VI, L.L.C., its general
By: /s/ David Hornik
Name: David Hornik Title: Member

AUGUST CAPITAL VI SPECIAL OPPORTUNITIES, L.P.
By: August Capital Management VI, L.L.C., its general partner
By: /s/ David Hornik
Name: David Hornik Title: Member

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed effective as of December 31, 2018.

AUGUST CAPITAL MANAGEMENT VII, L.L.C.
By: /s/ David Hornik
Name: David Hornik
Title: Member

AUGUST CAPITAL VII, L.P.
By: August Capital Management VII, L.L.C., its general partner
By: /s/ David Hornik
Name: David Hornik
Title: Member

AUGUST CAPITAL STRATEGIC PARTNERS VII, L.P.
By: August Capital Management VII, L.L.C., its general partner
By: /s/ David Hornik
Name: David Hornik Title: Member

AUGUST CAPITAL MASTER MANAGEMENT COMPANY, L.L.C.
By: /s/ David Hornik
Name: David Hornik Title: Member

GRANTING EQUITY HOLDERS


By: /s/ Howard Hartenbaum  
Howard Hartenbaum

By: /s/ David Hornik 
David Hornik

By: /s/ Eric Carlborg 
         Eric Carlborg

By: /s/ John B. Jones III
John B. Jones III




SCHEDULE A

GRANTING ENTITIES

August Capital Management V, L.L.C. August Capital Management VI, L.L.C. August Capital Management VII, L.L.C.
August Capital Master Management Company, L.L.C. August Capital V, L.P.
August Capital V Special Opportunities, L.P. August Capital Strategic Partners V, L.P. August Capital VI, L.P.
August Capital VI Special Opportunities, L.P. August Capital VII, L.P.
August Capital Strategic Partners Vil, L.P.



SCHEDULEB

GRANTING EQUITY HOLDERS



Howard Hartenbaum David Hornik
W. Eric Carlborg John B. Jones III