| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 12/11/2019 |
3. Issuer Name and Ticker or Trading Symbol
Bill.com Holdings, Inc. [ BILL ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Series B Convertible Preferred Stock | (1) | (1) | Common Stock | 3,595,890 | (1) | I | See Footnote(2) |
| Series C Convertible Preferred Stock | (1) | (1) | Common Stock | 582,972 | (1) | I | See Footnote(2) |
| Series D Convertible Preferred Stock | (1) | (1) | Common Stock | 736,437 | (1) | I | See Footnote(2) |
| Series E Convertible Preferred Stock | (1) | (1) | Common Stock | 1,211,306 | (1) | I | See Footnote(2) |
| Series F Convertible Preferred Stock | (1) | (1) | Common Stock | 832,389 | (1) | I | See Footnote(2) |
| Series G Convertible Preferred Stock | (1) | (1) | Common Stock | 773,770 | (1) | I | See Footnote(3) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. 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. |
| 2. 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. |
| 3. 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. |
| Remarks: |
| 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 | 12/11/2019 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||