SEC Form SC 13G filed by BigCommerce Holdings Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
| BigCommerce Holdings, Inc. |
| (Name of Issuer) |
| Ordinary Shares |
| (Title of Class of Securities) |
| 08975P108 |
| (CUSIP Number) |
| June 4, 2024 |
| (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) | |
| x | Rule 13d-1(c) | |
| ¨ | 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 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. 08975P108 | ||||
| 1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS ODRE 2005 SL | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) |
(a)¨ (b)¨ | ||
| 3 |
SEC USE ONLY
| |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Spain | |||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER 0 | ||
| 6 |
SHARED VOTING POWER 4,000,000 | |||
| 7 |
SOLE DISPOSITIVE POWER 0 | |||
| 8 |
SHARED DISPOSITIVE POWER 4,000,000 | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,000,000 | |||
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ¨ | |||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.18% | |||
| 12 |
TYPE OF REPORTING PERSON (see instructions) OO | |||
| CUSIP No. 08975P108 | ||||
| 1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS LUIS GÓMEZ LAGUNA | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) |
(a)¨ (b)¨ | ||
| 3 |
SEC USE ONLY
| |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Spain | |||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER 0 | ||
| 6 |
SHARED VOTING POWER 4,000,000 | |||
| 7 |
SOLE DISPOSITIVE POWER 0 | |||
| 8 |
SHARED DISPOSITIVE POWER 4,000,000 | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,000,000 | |||
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ¨ | |||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.18% | |||
| 12 |
TYPE OF REPORTING PERSON (see instructions) IN | |||
| Item 1(a). | Name of Issuer: |
| BigCommerce Holdings, Inc. (the “Issuer”) | |
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
|
11305 Four Points Drive Building II, Suite 100 Austin, Texas 78726 | |
| Item 2(a). | Name of Person Filing: |
|
This Schedule 13G is filed jointly by:
(1) ODRE 2005 SL
(2) Luis Gómez Laguna
The agreement between the reporting persons relating to the joint filing of this Schedule 13G is attached hereto as Exhibit 1. | |
| Item 2(b). | Address of Principal Business Office or, if none, Residence: |
| Pineta, 18B, Polígono Valdeconsejo, Nave 5, CP50410, Cuarte de Huerva (Zaragoza), Spain |
| Item 2(c). | Citizenship: |
| ODRE 2005 SL is sociedad limitada organized under the laws of Spain. Mr. Gómez Laguna is a citizen of Spain. | |
| Item 2(d). | Title of Class of Securities: |
| Series 1 common stock, $0.0001 par value per share | |
| Item 2(e). | CUSIP Number: 08975P108 |
| Item 3. | 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: | 4,000,000 | ||
| (b) | Percent of Class: | 5.18% | ||
| (c) | Number of shares as to which such person has: | |||
| (i) | sole power to vote or to direct the vote: | 0 | ||
| (ii) | shared power to vote or to direct the vote: | 4,000,000 | ||
| (iii) | sole power to dispose or to direct the disposition of: | 0 | ||
| (iv) | shared power to dispose or to direct the disposition of: | 4,000,000 | ||
| ODRE 2005 SL directly holds 4,000,000 of Series 1 common stock of the Issuer. As the sole shareholder of ODRE 2005 SL, Mr. Gómez Laguna may be deemed the beneficial owner of the shares held by ODRE 2005 SL. |
| 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. |
| No. | |
| 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. | |
| Item 10. | Certification. |
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. |
| Exhibits:1 | Joint Filing Agreement, dated as of June 11, 2024, by and between ODRE 2005 SL and Luis Gómez Laguna |
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.
Dated: June 11, 2024
| ODRE 2005 SL | ||
| By: | /s/ Luis Gómez Laguna | |
| Name: Luis Gómez Laguna | ||
| Title: Director | ||
| Luis Gómez Laguna | ||
| By: | /s/ Luis Gómez Laguna | |
| Individually | ||
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13(d)-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other of the attached statement on Schedule 13G and to all amendments to such statement.
Dated: June 11, 2024
| ODRE 2005 SL | ||
| By: | /s/ Luis Gómez Laguna | |
| Name: Luis Gómez Laguna | ||
| Title: Director | ||
| Luis Gómez Laguna | ||
| By: | /s/ Luis Gómez Laguna | |
| Individually | ||