SC 13G

Names of Reporting Persons.

Temasek Holdings (Private) Limited

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

(a) ☐ (b) ☐

SEC Use Only

Citizenship or Place of Organization

Republic of Singapore

0001193125-20-115067.txt : 20200422 0001193125-20-115067.hdr.sgml : 20200422 20200422163032 ACCESSION NUMBER: 0001193125-20-115067 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20200422 DATE AS OF CHANGE: 20200422 GROUP MEMBERS: FULLERTON MANAGEMENT PTE. LTD. GROUP MEMBERS: HOTHAM INVESTMENTS PTE. LTD. GROUP MEMBERS: OSSA INVESTMENTS PTE. LTD. SUBJECT COMPANY: 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: 0630 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-91325 FILM NUMBER: 20808222 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Temasek Holdings (Private) Ltd CENTRAL INDEX KEY: 0001021944 IRS NUMBER: 000000000 STATE OF INCORPORATION: U0 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 60B ORCHARD ROAD #06-18 TOWER 2 STREET 2: THE ATRIUM@ORCHARD CITY: SINGAPORE STATE: U0 ZIP: 238891 BUSINESS PHONE: 65 6828 6828 MAIL ADDRESS: STREET 1: 60B ORCHARD ROAD #06-18 TOWER 2 STREET 2: THE ATRIUM@ORCHARD CITY: SINGAPORE STATE: U0 ZIP: 238891 FORMER COMPANY: FORMER CONFORMED NAME: TEMASEK HOLDINGS (PRIVATE) LTD DATE OF NAME CHANGE: 20050912 FORMER COMPANY: FORMER CONFORMED NAME: TEMASEK HOLDINGS LTD DATE OF NAME CHANGE: 19960829 SC 13G 1 d923895dsc13g.htm SC 13G SC 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. __)*

Bill.com Holdings, Inc.

(Name of Issuer)

Common Stock, $0.00001 par value per share

(Title of Class of Securities)

090043100

(CUSIP Number)

December 31, 2019

(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-l(b)

☐

Rule 13d-l(c)

☒

Rule 13d-l(d)

*	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.

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 (“Act”) 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).

CUSIP No. 090043100

(1) Percentage calculated based on 72,333,573 of common stock as reported on the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on February 11, 2020.

CUSIP No. 090043100

(1) Percentage calculated based on 72,333,573 of common stock as reported on the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on February 11, 2020.

CUSIP No. 090043100

(1) Percentage calculated based on 72,333,573 of common stock as reported on the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on February 11, 2020.

CUSIP No. 090043100

(1) Percentage calculated based on 72,333,573 of common stock as reported on the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on February 11, 2020.

Item 1.

(a)

Name of Issuer:

Bill.com Holdings, Inc.

(b)

Address of Issuer’s Principal Executive Offices:

1810 Embarcadero Road

Palo Alto, CA 94303

Item 2.

(a)

Name of Person Filing:

This Schedule 13G is filed jointly by the following persons (each a “Reporting Person” and collectively, the “Reporting Persons”):

Temasek Holdings (Private) Limited (“Temasek”);

Fullerton Management Pte. Ltd. (“Fullerton”);

Hotham Investments Pte. Ltd. (“Hotham”); and

Ossa Investments Pte. Ltd. (“Ossa”).

(b)

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

The address of the principal business office of each of the Reporting Persons is 60B Orchard Road, #06-18 Tower 2, The Atrium@Orchard, Singapore 238891.

(c)

Citizenship:

The citizenship of all Reporting Persons is the Republic of Singapore.

(d)

Title of Class of Securities:

Common Stock, $0.00001 par value per share

(e)

CUSIP Number:

090043100

Item 3.

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

Not applicable.

Item 4.

Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)	Amount beneficially owned:

Ossa directly owns 5,556,050 shares of the Issuer’s common stock. Ossa is a direct wholly-owned subsidiary of Hotham, which in turn is a direct wholly-owned subsidiary of Fullerton, which in turn is a direct wholly-owned subsidiary of Temasek. Each of Hotham, Fullerton and Temasek, through the ownership described herein, may be deemed to beneficially own the shares held by Ossa.

(b)	Percent of class: See Row 11 of the cover page for each Reporting Person.

(c)	Number of shares as to which the person has:


		(i) Sole power to vote or to direct the vote		See Row 5 of the cover page for each Reporting Person.

		(ii) Shared power to vote or to direct the vote		See Row 6 of the cover page for each Reporting Person.

		(iii) Sole power to dispose or to direct the disposition of		See Row 7 of the cover page for each Reporting Person.

		(iv) Shared power to dispose or to direct the disposition of		See Row 8 of the cover page for each Reporting Person.

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

The response to Item 4(a) is incorporated herein by reference.

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

Item 9.

Notice of Dissolution of Group.

Not applicable.

Item 10.

Certifications.

Not applicable.

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.

Date: April 22, 2020


Temasek Holdings (Private) Limited

By:		/s/ Gregory Tan
		Name: Gregory Tan
		Title: Authorised Signatory

Fullerton Management Pte. Ltd.

By:		/s/ Gregory Tan
		Name: Gregory Tan
		Title: Director

Hotham Investments Pte. Ltd.

By:		/s/ Han Sack Teng
		Name: Han Sack Teng
		Title: Director

Ossa Investments Pte. Ltd.

By:		/s/ Han Sack Teng
		Name: Han Sack Teng
		Title: Director

EXHIBIT INDEX


Exhibit No.		Description
Exhibit 1		Joint Filing Agreement, dated April 22, 2020, by and among the Reporting Persons, relating to the filing of a joint statement on Schedule 13G

EX-99.1 2 d923895dex991.htm EXHIBIT 1 Exhibit 1

Exhibit 1

JOINT FILING AGREEMENT

This joint filing agreement (this “Agreement”) is made and entered into as of April 22, 2020, by and among Temasek Holdings (Private) Limited, Fullerton Management Pte. Ltd., Hotham Investments Pte. Ltd., and Ossa Investments Pte. Ltd.

The parties to this Agreement agree to prepare jointly and file timely (and otherwise to deliver as appropriate) such statement on Schedule 13G with respect to the securities beneficially owned by each of them of Bill.com Holdings, Inc., and any and all amendments thereto, and any other document relating thereto required to be filed by them pursuant to the Securities Exchange Act of 1934, as amended.

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

[Remainder of this page has been left intentionally blank.]

IN WITNESS WHEREOF, the undersigned have execute this Joint Filing Agreement as of April 22, 2020.


Temasek Holdings (Private) Limited

By:		/s/ Gregory Tan
		Name: Gregory Tan
		Title: Authorised Signatory

Fullerton Management Pte. Ltd.

By:		/s/ Gregory Tan
		Name: Gregory Tan
		Title: Director

Hotham Investments Pte. Ltd.

By:		/s/ Han Sack Teng
		Name: Han Sack Teng
		Title: Director

Ossa Investments Pte. Ltd.

By:		/s/ Han Sack Teng
		Name: Han Sack Teng
		Title: Director