FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

O'Driscoll Rory
2. Issuer Name and Ticker or Trading Symbol

Bill.com Holdings, Inc. [ BILL ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

C/O BILL.COM HOLDINGS, INC., 1800 EMBARCADERO ROAD
3. Date of Earliest Transaction (MM/DD/YYYY)

1/1/2021
(Street)

PALO ALTO, CA 94306
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 12/29/2020  J(1)  V 3750 D$0.00 0 D  
Common Stock 12/29/2020  J(1)  V 3750 A$0.00 3750 I See Footnote (2)
Common Stock 1/1/2021  M  1250 A (3)1250 D  
Common Stock         36567 I See Footnote (4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units  (3)1/1/2021  M     1250   (5) (5)Common Stock 1250 $0.00 0 D (6) 

Explanation of Responses:
(1) Under the governing documents of Scale Venture Partners IV, LP ("ScaleVP IV LP"), the fund that the Reporting Person represents on the Issuer's board of directors, the shares were transferred to Scale Management, LLC ("ScaleMgt"). The Reporting Person did not receive any consideration in connection with such transfer.
(2) The shares are held by ScaleMgt. The managers of ScaleMgt are Rory O'Driscoll, a member of the Issuer's board of directors, Stacey Bishop, Andrew Vitus and Ariel Tseitlin, who all share voting and dispositive power with respect to the shares held by ScaleMgt.
(3) Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock.
(4) The shares are held by a trust for which the Reporting Person serves as a trustee.
(5) The RSUs vested in four (4) equal quarterly installments over the 12-month period beginning January 1, 2020, subject to continued service on each applicable vesting date.
(6) Pursuant to the policies of ScaleVP IV LP and ScaleMgt, the Reporting Person is deemed to hold the reported RSUs for the benefit of ScaleMgt. ScaleMgt may be deemed the indirect beneficial owner of the RSUs.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
O'Driscoll Rory
C/O BILL.COM HOLDINGS, INC.
1800 EMBARCADERO ROAD
PALO ALTO, CA 94306
X



Signatures
/s/ Rajesh Aji, Attorney-in-Fact1/5/2021
**Signature of Reporting PersonDate

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