Statement of Changes in Beneficial Ownership (4)
June 03 2021 - 6:14PM
Edgar (US Regulatory)
FORM 4
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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
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1. Name and Address of Reporting Person
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Murray Blake Thomas |
2. Issuer Name and Ticker or Trading Symbol
Bill.com Holdings, Inc.
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BILL
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CEO, DivvyPay, LLC |
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(Last)
(First)
(Middle)
C/O BILL.COM HOLDINGS, INC., 6220 AMERICA CENTER DR., SUITE 100 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/1/2021 |
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(Street)
SAN JOSE, CA 95002
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 6/1/2021 | | A | | 195708 | A | (1) | 195708 | I | By spouse |
| Common Stock | 6/1/2021 | | A | | 1332291 | A | (1) | 1332291 | I | See footnote (2) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. 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 Date | 7. 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) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Employee Stock Option (Right to Buy) | $5.09 | 6/1/2021 | | A | | 93430 | | (3) | 8/20/2029 | Common Stock | 93430 | (4) | 93430 | D | |
| Employee Stock Option (Right to Buy) | $30.56 | 6/1/2021 | | A | | 225981 | | (3) | 1/21/2031 | Common Stock | 225981 | (5) | 225981 | D | |
| Explanation of Responses: |
| (1) | The shares of common stock were received in exchange for shares of DivvyPay, Inc. ("DivvyPay") common stock pursuant to the terms of an Agreement and Plan of Merger, dated as of May 6, 2021, with the Issuer, certain of the Issuer's subsidiaries, DivvyPay and a shareholder representative, whereby DivvyPay became a wholly owned subsidiary of the Issuer (the "Merger"). The share consideration consisted of cash and shares of the Issuer's common stock and was calculated based on a fixed value of $157.2697 per share of the Issuer's common stock. |
| (2) | Represents shares held by BTM Investment Holdings, LLC, of which the Reporting Person is the managing member. |
| (3) | The option is fully vested and exercisable. |
| (4) | The options were received in the Merger in exchange for stock options to acquire 251,522 shares of DivvyPay common stock at a price of $1.89 per share. |
| (5) | The options were received in the Merger in exchange for stock options to acquire 608,359 shares of DivvyPay common stock at a price of $11.35 per share. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Murray Blake Thomas
C/O BILL.COM HOLDINGS, INC.
6220 AMERICA CENTER DR., SUITE 100
SAN JOSE, CA 95002 |
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| CEO, DivvyPay, LLC |
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Signatures
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| /s/ Rajesh Aji, Attorney-in-Fact | | 6/3/2021 |
| **Signature of Reporting Person | Date |
BILL (NYSE:BILL)
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