SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. 1)*
Bill.com Holdings, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
090043100
(CUSIP Number)
December 31, 2020
(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-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(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 disclosures provided in a prior cover page.
The information required on 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).
(Continued on following pages)
Page 1 of 12 Pages
Exhibit Index Contained on Page 11
| CUSIP NO. 090043100 | 13 G | Page 2 of 12 |
| 1 | NAME OF REPORTING PERSON August Capital V, L.P. (“August V”) |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH | 5 | SOLE VOTING POWER
0 shares. |
| | 6 | SHARED VOTING POWER
See response to row 5. |
| | 7 | SOLE DISPOSITIVE POWER
0 shares |
| | 8 | SHARED DISPOSITIVE POWER
See response to row 7. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 0 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 0.0% |
| 12 | TYPE OF REPORTING PERSON | PN |
| CUSIP NO. 090043100 | 13 G | Page 3 of 12 |
| 1 | NAME OF REPORTING PERSON August Capital V Special Opportunities, L.P. (“August V SO”) |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH | 5 | SOLE VOTING POWER
0 shares |
| | 6 | SHARED VOTING POWER
See response to row 5. |
| | 7 | SOLE DISPOSITIVE POWER
0 shares |
| | 8 | SHARED DISPOSITIVE POWER
See response to row 7. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 0 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 0.0% |
| 12 | TYPE OF REPORTING PERSON | PN |
| CUSIP NO. 090043100 | 13 G | Page 4 of 12 |
| 1 | NAME OF REPORTING PERSON August Capital Management V, L.L.C. (“ACM V”) |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH | 5 | SOLE VOTING POWER
0 shares |
| | 6 | SHARED VOTING POWER
See response to row 5. |
| | 7 | SOLE DISPOSITIVE POWER
0 shares |
| | 8 | SHARED DISPOSITIVE POWER
See response to row 7. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 0 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 0.0% |
| 12 | TYPE OF REPORTING PERSON | OO |
| CUSIP NO. 090043100 | 13 G | Page 5 of 12 |
| 1 | NAME OF REPORTING PERSON Howard Hartenbaum (“Hartenbaum”) |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen |
| NUMBER OF | 5 | SOLE VOTING POWER
220,000 shares |
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH | 6 | SHARED VOTING POWER
0 shares |
| | 7 | SOLE DISPOSITIVE POWER
220,000 shares |
| | 8 | SHARED DISPOSITIVE POWER
0 shares |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 220,000 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 0.3% |
| 12 | TYPE OF REPORTING PERSON | IN |
| CUSIP NO. 090043100 | 13 G | Page 6 of 12 |
| 1 | NAME OF REPORTING PERSON David M. Hornik (“Hornik”) |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen |
| NUMBER OF | 5 | SOLE VOTING POWER
77,449 shares |
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH | 6 | SHARED VOTING POWER
0 shares |
| | 7 | SOLE DISPOSITIVE POWER
77,449 shares |
| | 8 | SHARED DISPOSITIVE POWER
0 shares |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 77,449 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 0.1% |
| 12 | TYPE OF REPORTING PERSON | IN |
| CUSIP NO. 090043100 | 13 G | Page 7 of 12 |
Bill.com Holdings, Inc.
| ITEM 1(B). | ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES |
1810 Embarcadero Road
Palo Alto, California 94303
| ITEM 2(A). | NAME OF PERSONS FILING |
This Statement is filed by August Capital V, L.P., a Delaware limited partnership (“August V”), August Capital V Special Opportunities, L.P. (“August V SO”), August Capital Management V, L.L.C., a Delaware limited liability company (“ACM V”), and Howard Hartenbaum (“Hartenbaum”) and David M. Hornik (“Hornik”). The foregoing entities and individuals are collectively referred to as the “Reporting Persons.”
ACM V, the general partner of August V and August V SO, may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by August V and August V SO.
Hartenbaum and Hornik are members of ACM V and may be deemed to have shared power to vote and shared power to dispose of shares of the issuer directly owned by August V and August V SO.
| ITEM 2(B). | ADDRESS OF PRINCIPAL BUSINESS OFFICE |
The address for each reporting person is:
August Capital
PMB #456
600 4th Street
San Francisco, California 94107
August V and August V SO are Delaware limited partnerships. ACM V is a Delaware limited liability company. Hartenbaum and Hornik are United States Citizens.
| ITEM 2(D) and (E). | TITLE OF CLASS OF SECURITIES AND CUSIP NUMBER |
Common Stock
CUSIP # 090043100
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
The following information with respect to the ownership of the Common Stock of the issuer by the persons filing this Statement is provided as of December 31, 2020 (based on 82,113,441 shares of Common Stock of the issuer outstanding).
| CUSIP NO. 090043100 | 13 G | Page 8 of 12 |
| (a) | Amount beneficially owned:
See Row 9 of cover page for each Reporting Person. |
| (b) | Percent of Class:
See Row 11 of cover page for each Reporting Person. |
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote:
See Row 5 of cover page for each Reporting Person. |
| (ii) | Shared power to vote or to direct the vote: |
See Row 6 of cover page for each Reporting Person.
| (iii) | Sole power to dispose or to direct the disposition of: |
See Row 7 of cover page for each Reporting Person.
| (iv) | Shared power to dispose or to direct the disposition of:
See Row 8 of 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: x Yes
| ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON |
Under certain circumstances set forth in the limited partnership agreements of August V and August V SO, and the limited liability company agreement of ACM V, the general and limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the issuer owned by each such entity of which they are a partner or member, as the case may be.
| CUSIP NO. 090043100 | 13 G | Page 9 of 12 |
| ITEM 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY |
Not applicable.
| ITEM 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP |
Not applicable.
| ITEM 9. | NOTICE OF DISSOLUTION OF GROUP |
Not applicable.
Not applicable.
| CUSIP NO. 090043100 | 13 G | Page 10 of 12 |
SIGNATURES
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: February 16, 2021
| | AUGUST CAPITAL V, L.P., a Delaware Limited Partnership |
| | |
| | AUGUST CAPITAL V SPECIAL OPPORTUNITIES, L.P., a Delaware Limited Partnership |
| | |
| | AUGUST CAPITAL MANAGEMENT V, L.L.C., a Delaware Limited Liability Company |
| | |
| | By: | /s/ Abigail Hipps |
| | | Abigail Hipps |
| | | Attorney-in-Fact* |
| | |
| | HOWARD HARTENBAUM |
| | DAVID M. HORNIK |
| | |
| | By: | /s/ Abigail Hipps |
| | | Abigail Hipps |
| | | Attorney-in-Fact* |
*Signed pursuant to a Power of Attorney already on file with the appropriate agencies.
| CUSIP NO. 090043100 | 13 G | Page 11 of 12 |
EXHIBIT INDEX
| CUSIP NO. 090043100 | 13 G | Page 12 of 12 |
exhibit A
Agreement of Joint Filing
The Reporting Persons hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of Bill.com Holdings, Inc. shall be filed on behalf of each of the Reporting Persons. Note that copies of the applicable Agreement of Joint Filing are already on file with the appropriate agencies.
