Statement of Ownership (sc 13g)
February 14 2022 - 6:23AM
Edgar (US Regulatory)
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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
Sweetgreen, Inc.
(Name of Issuer)
Class A
Common Stock, $0.001 par value per share
(Title of Class of Securities)
87043Q108
(CUSIP Number)
December 31,
2021
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
¨
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Rule 13d-1(b)
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¨
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Rule 13d-1(c)
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x
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Rule 13d-1(d)
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*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. 87043Q108
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1.
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Names of Reporting Persons
Revolution Growth II, LP
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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¨
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(b)
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x (1)
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
6,241,521 shares (2)
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
6,241,521 shares (2)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
6,241,521 shares (2)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
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11.
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Percent of Class Represented by Amount in Row (9)
6.7%
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12.
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Type of Reporting Person (See Instructions)
PN
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(1)
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This Schedule 13G is filed by each of Revolution Growth II, LP (“Revolution Growth”), Revolution Growth GP II, LP
(“Revolution Growth GP”), Revolution Growth UGP II,
LLC (“Revolution Growth UGP”), Georgetown SG Holdings, LLC (“Georgetown”), Tavern Green
Holdings, LLC (“Tavern”), Steven J. Murray (“Murray”), Stephen M. Case (“Case”) and Theodore J.
Leonsis (“Leonsis”) (hereinafter sometimes referred to collectively as the “Reporting Persons”). The
Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
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(2)
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2,080,527 shares of the Issuer’s Class A Common Stock reported herein are directly held by Revolution Growth, 2,080,497
shares of the Issuer’s Class A Common Stock reported herein are directly held by Georgetown and 2,080,497 shares of the Issuer’s
Class A Common Stock reported herein are directly held by Tavern. Revolution Growth is the parent of Georgetown and Tavern. Revolution
Growth GP and Revolution Growth UGP are the direct and indirect general partners of Revolution Growth, respectively. Murray,
the operating manager of Revolution Growth UGP, has voting power with respect to the shares held by Revolution Growth, Georgetown and
Tavern, and Murray, Case and Leonsis, as members of the investment committee of Revolution Growth UGP, may be deemed to share dispositive
power over the shares held by Revolution Growth, Georgetown and Tavern. Revolution Growth may be deemed to beneficially own the
shares held by Georgetown and Tavern.
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(3)
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This percentage is calculated based upon 93,522,049 outstanding shares of the Issuer’s Class A Common Stock following the
completion of the Issuer’s initial public offering, as reported in the Issuer’s final prospectus, dated November 17,
2021, as filed with the Securities and Exchange Commission on November 19, 2021.
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CUSIP No. 87043Q108
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1.
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Names of Reporting Persons
Revolution Growth GP II, LP
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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¨
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(b)
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x (1)
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
6,241,521 shares (2)
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
6,241,521 shares (2)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
6,241,521 shares (2)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
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11.
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Percent of Class Represented by Amount in Row (9)
6.7% (3)
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12.
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Type of Reporting Person (See Instructions)
PN
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(1)
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This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for
purposes of this Schedule 13G.
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(2)
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2,080,527 shares of the Issuer’s Class A Common Stock reported herein are directly held by Revolution Growth, 2,080,497
shares of the Issuer’s Class A Common Stock reported herein are directly held by Georgetown and 2,080,497 shares of the Issuer’s
Class A Common Stock reported herein are directly held by Tavern. Revolution Growth is the parent of Georgetown and Tavern. Revolution
Growth GP and Revolution Growth UGP are the direct and indirect general partners of Revolution Growth, respectively. Murray,
the operating manager of Revolution Growth UGP, has voting power with respect to the shares held by Revolution Growth, Georgetown and
Tavern, and Murray, Case and Leonsis, as members of the investment committee of Revolution Growth UGP, may be deemed to share dispositive
power over the shares held by Revolution Growth, Georgetown and Tavern. Revolution Growth GP and Revolution Growth UGP may be deemed
to beneficially own the shares held by Revolution Growth, Georgetown and Tavern.
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(3)
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This percentage is calculated based upon 93,522,049 outstanding shares of the Issuer’s Class A Common Stock following the
completion of the Issuer’s initial public offering, as reported in the Issuer’s final prospectus, dated November 17,
2021, as filed with the Securities and Exchange Commission on November 19, 2021.
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CUSIP
No. 87043Q108
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1.
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Names of Reporting Persons
Revolution Growth UGP II, LLC
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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¨
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(b)
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x (1)
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
6,241,521 shares (2)
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
6,241,521 shares (2)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
6,241,521 shares (2)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
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11.
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Percent of Class Represented by Amount in Row (9)
6.7% (3)
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12.
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Type of Reporting Person (See Instructions)
OO
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(1)
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This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for
purposes of this Schedule 13G.
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(2)
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2,080,527 shares of the Issuer’s Class A Common Stock reported herein are directly held by Revolution Growth, 2,080,497
shares of the Issuer’s Class A Common Stock reported herein are directly held by Georgetown and 2,080,497 shares of the Issuer’s
Class A Common Stock reported herein are directly held by Tavern. Revolution Growth is the parent of Georgetown and Tavern. Revolution
Growth GP and Revolution Growth UGP are the direct and indirect general partners of Revolution Growth, respectively. Murray,
the operating manager of Revolution Growth UGP, has voting power with respect to the shares held by Revolution Growth, Georgetown and
Tavern, and Murray, Case and Leonsis, as members of the investment committee of Revolution Growth UGP, may be deemed to share dispositive
power over the shares held by Revolution Growth, Georgetown and Tavern. Revolution Growth GP and Revolution Growth UGP may be deemed
to beneficially own the shares held by Revolution Growth, Georgetown and Tavern.
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(3)
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This percentage is calculated based upon 93,522,049 outstanding shares of the Issuer’s Class A Common Stock following the
completion of the Issuer’s initial public offering, as reported in the Issuer’s final prospectus, dated November 17,
2021, as filed with the Securities and Exchange Commission on November 19, 2021.
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CUSIP
No. 87043Q108
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1.
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Names of Reporting Persons
Georgetown SG Holdings, LLC
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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¨
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(b)
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x (1)
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
2,080,497 shares (2)
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
2,080,497 shares (2)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,080,497 shares (2)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
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11.
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Percent of Class Represented by Amount in Row (9)
2.2% (3)
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12.
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Type of Reporting Person (See Instructions)
OO
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(1)
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This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for
purposes of this Schedule 13G.
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(2)
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2,080,497 shares of the Issuer’s Class A Common Stock reported herein are directly held by Georgetown. Revolution Growth
is the parent of Georgetown and Tavern. Revolution Growth GP and Revolution Growth UGP are the direct and indirect general partners of
Revolution Growth, respectively. Murray, the operating manager of Revolution Growth UGP, has voting power with respect to the
shares held by Revolution Growth, Georgetown and Tavern, and Murray, Case and Leonsis, as members of the investment committee of Revolution
Growth UGP, may be deemed to share dispositive power over the shares held by Revolution Growth, Georgetown and Tavern.
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(3)
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This percentage is calculated based upon 93,522,049 outstanding shares of the Issuer’s Class A Common Stock following the
completion of the Issuer’s initial public offering, as reported in the Issuer’s final prospectus, dated November 17,
2021, as filed with the Securities and Exchange Commission on November 19, 2021.
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CUSIP No. 87043Q108
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1.
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Names of Reporting Persons
Tavern Green Holdings, LLC
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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¨
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(b)
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x (1)
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
2,080,497 shares (2)
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
2,080,497 shares (2)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,080,497 shares (2)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
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11.
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Percent of Class Represented by Amount in Row (9)
2.2% (3)
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12.
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Type of Reporting Person (See Instructions)
OO
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(1)
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This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for
purposes of this Schedule 13G.
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(2)
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2,080,497 shares of the Issuer’s Class A Common Stock reported herein are directly held by Tavern. Revolution Growth is
the parent of Georgetown and Tavern. Revolution Growth GP and Revolution Growth UGP are the direct and indirect general partners of Revolution
Growth, respectively. Murray, the operating manager of Revolution Growth UGP, has voting power with respect to the shares held
by Revolution Growth, Georgetown and Tavern, and Murray, Case and Leonsis, as members of the investment committee of Revolution Growth
UGP, may be deemed to share dispositive power over the shares held by Revolution Growth, Georgetown and Tavern.
|
|
(3)
|
This percentage is calculated based upon 93,522,049 outstanding shares of the Issuer’s Class A Common Stock following the
completion of the Issuer’s initial public offering, as reported in the Issuer’s final prospectus, dated November 17,
2021, as filed with the Securities and Exchange Commission on November 19, 2021.
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CUSIP No. 87043Q108
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1.
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Names of Reporting Persons
Steven J. Murray
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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¨
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(b)
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x (1)
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3.
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SEC Use Only
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|
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4.
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Citizenship or Place of Organization
United States
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|
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5.
|
Sole Voting Power
6,241,521
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6.
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Shared Voting Power
0 shares (2)
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
6,241,521 (2)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
6,241,521 shares (2)
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|
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
|
|
|
11.
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Percent of Class Represented by Amount in Row (9)
6.7% (3)
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|
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12.
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Type of Reporting Person (See Instructions)
IN
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|
|
|
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(1)
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This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for
purposes of this Schedule 13G.
|
|
(2)
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2,080,527 shares of the Issuer’s Class A Common Stock reported herein are directly held by Revolution Growth, 2,080,497
shares of the Issuer’s Class A Common Stock reported herein are directly held by Georgetown and 2,080,497 shares of the Issuer’s
Class A Common Stock reported herein are directly held by Tavern. Revolution Growth is the parent of Georgetown and Tavern. Revolution
Growth GP and Revolution Growth UGP are the direct and indirect general partners of Revolution Growth, respectively. Murray,
the operating manager of Revolution Growth UGP, has voting power with respect to the shares held by Revolution Growth, Georgetown and
Tavern, and Murray, Case and Leonsis, as members of the investment committee of Revolution Growth UGP, may be deemed to share dispositive
power over the shares held by Revolution Growth, Georgetown and Tavern. Each of the Reporting Persons may be deemed to beneficially
own the shares held by Revolution Growth, Georgetown and Tavern. Murray, Case and Leonsis may be deemed to beneficially own the shares
held by Revolution Growth, Georgetown and Tavern.
|
|
(3)
|
This percentage is calculated based upon 93,522,049 outstanding shares of the Issuer’s Class A Common Stock following the
completion of the Issuer’s initial public offering, as reported in the Issuer’s final prospectus, dated November 17,
2021, as filed with the Securities and Exchange Commission on November 19, 2021.
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CUSIP No. 87043Q108
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1.
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Names of Reporting Persons
Stephen M. Case
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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¨
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(b)
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x (1)
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3.
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SEC Use Only
|
|
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4.
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Citizenship or Place of Organization
United States
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|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5.
|
Sole Voting Power
0
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6.
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Shared Voting Power
163,544 shares (2)
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
6,405,065 (2)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
6,405,065 shares (2)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
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11.
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Percent of Class Represented by Amount in Row (9)
6.8% (3)
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12.
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Type of Reporting Person (See Instructions)
IN
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|
|
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|
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(1)
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This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for
purposes of this Schedule 13G.
|
|
(2)
|
2,080,527 shares of the Issuer’s Class A Common Stock reported herein are directly held by Revolution Growth, 2,080,497
shares of the Issuer’s Class A Common Stock reported herein are directly held by Georgetown, 2,080,497 shares of the Issuer’s
Class A Common Stock reported herein are directly held by Tavern and 163,544 shares are held by TF Group Holdings, LLC (“TF”).
Revolution Growth is the parent of Georgetown and Tavern. Revolution Growth GP and Revolution Growth UGP are the direct and indirect general
partners of Revolution Growth, respectively. Murray, the operating manager of Revolution Growth UGP, has voting power with
respect to the shares held by Revolution Growth, Georgetown and Tavern, and Murray, Case and Leonsis, as members of the investment committee
of Revolution Growth UGP, may be deemed to share dispositive power over the shares held by Revolution Growth, Georgetown and Tavern. Murray,
Case and Leonsis may be deemed to beneficially own the shares held by Revolution Growth, Georgetown and Tavern. Case may be deemed to
share voting and dispositive power with TF and beneficially own the shares held by TF.
|
|
(3)
|
This percentage is calculated based upon 93,522,049 outstanding shares of the Issuer’s Class A Common Stock following the
completion of the Issuer’s initial public offering, as reported in the Issuer’s final prospectus, dated November 17,
2021, as filed with the Securities and Exchange Commission on November 19, 2021.
|
CUSIP No. 87043Q108
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1.
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Names of Reporting Persons
Theodore J. Leonsis
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2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
|
(a)
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¨
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|
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(b)
|
x (1)
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Citizenship or Place of Organization
United States
|
|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5.
|
Sole Voting Power
0
|
|
6.
|
Shared Voting Power
0 shares (2)
|
|
7.
|
Sole Dispositive Power
0
|
|
8.
|
Shared Dispositive Power
6,241,521 (2)
|
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
6,241,521 shares (2)
|
|
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
|
|
|
11.
|
Percent of Class Represented by Amount in Row (9)
6.7% (3)
|
|
|
12.
|
Type of Reporting Person (See Instructions)
IN
|
|
|
|
|
|
|
|
(1)
|
This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for
purposes of this Schedule 13G.
|
|
(2)
|
2,080,527 shares of the Issuer’s Class A Common Stock reported herein are directly held by Revolution Growth, 2,080,497
shares of the Issuer’s Class A Common Stock reported herein are directly held by Georgetown and 2,080,497 shares of the Issuer’s
Class A Common Stock reported herein are directly held by Tavern. Revolution Growth is the parent of Georgetown and Tavern. Revolution
Growth GP and Revolution Growth UGP are the direct and indirect general partners of Revolution Growth, respectively. Murray,
the operating manager of Revolution Growth UGP, has voting power with respect to the shares held by Revolution Growth, Georgetown and
Tavern, and Murray, Case and Leonsis, as members of the investment committee of Revolution Growth UGP, may be deemed to share dispositive
power over the shares held by Revolution Growth, Georgetown and Tavern. Murray, Case and Leonsis may be deemed to beneficially
own the shares held by Revolution Growth, Georgetown and Tavern.
|
|
(3)
|
This percentage is calculated based upon 93,522,049 outstanding shares of the Issuer’s Class A Common Stock following the
completion of the Issuer’s initial public offering, as reported in the Issuer’s final prospectus, dated November 17,
2021, as filed with the Securities and Exchange Commission on November 19, 2021.
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Item 1.
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(a)
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Name of Issuer
Sweetgreen, Inc. (the “Issuer”)
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(b)
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Address of Issuer’s Principal Executive Offices
3101 W. Exposition Blvd.
Los Angeles, CA 90018
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Item 2.
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(a)
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Name of Person Filing
Revolution Growth II, LP (“Revolution Growth”)
Revolution Growth GP II, LP (“Revolution Growth GP”)
Revolution Growth UGP II, LLC (“Revolution Growth UGP”)
Georgetown SG Holdings, LLC (“Georgetown”)
Tavern Green Holdings, LLC (“Tavern”)
Steven J. Murray (“Murray”)
Stephen M. Case (“Case”)
Theodore J. Leonsis (“Leonsis”)
See attached Exhibit A, which is a copy of their agreement in
writing to file this statement on behalf of each of them.
Revolution
Growth GP is the general partner of Revolution Growth. Revolution Growth UGP is the general partner of Revolution Growth GP. Murray, as
the operating manager of Revolution Growth UGP has voting power with respect to the shares held by Revolution Growth, Georgetown
and Tavern. Murray, Case and Leonsis, as members of the investment committee of Revolution Growth UGP, may be deemed to share dispositive
power over the shares held by Revolution Growth, Georgetown and Tavern. Murray, Case and Leonsis may be deemed to beneficially own the
shares held by Revolution Growth, Georgetown and Tavern. Case may be deemed to share voting and dispositive power with TF and beneficially
own the shares held by TF.
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|
(b)
|
Address of Principal Business Office or, if none, Residence
The business address for each of Revolution Growth, Revolution Growth
GP, Revolution Growth UGP, Georgetown, Tavern, Murray, Case and Leonsis is 1717 Rhode Island Avenue NW, 10th Floor, Washington,
DC 20036.
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(c)
|
Citizenship
Entities:
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Revolution Growth
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-
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Delaware
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Revolution Growth GP
|
-
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Delaware
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Revolution Growth UGP
|
-
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Delaware
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|
|
Georgetown
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-
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Delaware
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Tavern
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-
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Delaware
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|
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Individuals:
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Murray
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-
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United States of America
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Case
|
-
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United States of America
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Leonsis
|
-
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United States of America
|
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(d)
|
Title of Class of Securities
Class A Common Stock, $0.001 par value (“Common Stock”)
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|
(e)
|
CUSIP Number
87043Q108
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|
Item 3.
|
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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Not applicable
|
Item 4.
|
Ownership
|
The following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1 is provided as of December 31, 2021:
|
Reporting Persons
|
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Shares Held
Directly
|
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Sole
Voting
Power
|
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Shared
Voting
Power
|
|
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Sole
Dispositive
Power
|
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Shared
Dispositive
Power
|
|
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Beneficial
Ownership
|
|
|
Percentage
of Class (2)
|
|
Revolution Growth (1)
|
|
|
2,080,527
|
|
|
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0
|
|
|
|
6,241,521
|
|
|
|
0
|
|
|
|
6,241,521
|
|
|
|
6,241,521
|
|
|
|
6.7
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%
|
Revolution Growth GP (1)
|
|
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0
|
|
|
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0
|
|
|
|
6,241,521
|
|
|
|
0
|
|
|
|
6,241,521
|
|
|
|
6,241,521
|
|
|
|
6.7
|
%
|
Revolution Growth UGP (1)
|
|
|
0
|
|
|
|
0
|
|
|
|
6,241,521
|
|
|
|
0
|
|
|
|
6,241,521
|
|
|
|
6,241,521
|
|
|
|
6.7
|
%
|
Georgetown (1)
|
|
|
2,080,497
|
|
|
|
0
|
|
|
|
2,080,497
|
|
|
|
0
|
|
|
|
2,080,497
|
|
|
|
2,080,497
|
|
|
|
2.2
|
%
|
Tavern (1)
|
|
|
2,080,497
|
|
|
|
0
|
|
|
|
2,080,497
|
|
|
|
0
|
|
|
|
2,080,497
|
|
|
|
2,080,497
|
|
|
|
2.2
|
%
|
Murray (1)
|
|
|
0
|
|
|
|
6,241,521
|
|
|
|
0
|
|
|
|
0
|
|
|
|
6,241,521
|
|
|
|
6,241,521
|
|
|
|
6.7
|
%
|
Case (1)
|
|
|
0
|
|
|
|
0
|
|
|
|
163,544
|
|
|
|
0
|
|
|
|
6,405,065
|
|
|
|
6,405,065
|
|
|
|
6.8
|
%
|
Leonsis (1)
|
|
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0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
6,241,521
|
|
|
|
6,241,521
|
|
|
|
6.7
|
%
|
|
(1)
|
2,080,527 shares of the Issuer’s Class A Common Stock reported herein are directly held by Revolution Growth, 2,080,497
shares of the Issuer’s Class A Common Stock reported herein are directly held by Georgetown, 2,080,497 shares of the Issuer’s
Class A Common Stock reported herein are directly held by Tavern and 163,544 shares are held by TF Group Holdings, LLC (“TF”).
Revolution Growth is the parent of Georgetown and Tavern. Revolution Growth GP and Revolution Growth UGP are the direct and indirect general
partners of Revolution Growth, respectively. Murray, the operating manager of Revolution Growth UGP, has voting power with
respect to the shares held by Revolution Growth, Georgetown and Tavern, and Murray, Case and Leonsis, as members of the investment committee
of Revolution Growth UGP, may be deemed to share dispositive power over the shares held by Revolution Growth, Georgetown and Tavern. Murray,
Case and Leonsis may be deemed to beneficially own the shares held by Revolution Growth, Georgetown and Tavern. Case may be deemed to
share voting and dispositive power with TF and beneficially own the shares held by TF.
|
|
(2)
|
This percentage is calculated based upon 93,522,049 outstanding shares of the Issuer’s Class A Common Stock following the
completion of the Issuer’s initial public offering, as reported in the Issuer’s final prospectus, dated November 17,
2021, as filed with the Securities and Exchange Commission on November 19, 2021.
|
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 ¨.
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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
|
|
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
|
|
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.
Dated: February 11, 2022
|
REVOLUTION GROWTH II, LP
By: Revolution Growth GP II, LP
Its: General Partner
By: Revolution Growth UGP II, LLC
Its: General Partner
|
|
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By:
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/s/ Steven J. Murray
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Name:
|
Steven J. Murray
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|
Its:
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Operating Manager
|
|
|
|
REVOLUTION GROWTH GP II,
LP
By: Revolution Growth UGP II, LLC
Its: General Partner
|
|
|
|
By:
|
/s/ Steven J. Murray
|
|
Name:
|
Steven J. Murray
|
|
Its:
|
Operating Manager
|
|
|
|
REVOLUTION GROWTH UGP II, LLC
|
|
|
|
By:
|
/s/ Steven J. Murray
|
|
Name:
|
Steven J. Murray
|
|
Its:
|
Operating Manager
|
|
|
|
GEORGETOWN SG HOLDINGS, LLC
|
|
By: Revolution Growth II, LP
Its: General Partner
By: Revolution Growth GP II, LP
Its: General Partner
By: Revolution Growth UGP II, LLC
Its: General Partner
|
|
|
|
By:
|
/s/ Steven J. Murray
|
|
Name: Steven J. Murray
|
|
Its: Operating Manager
|
|
|
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TAVERN GREEN HOLDINGS, LLC
|
|
By: Revolution Growth II, LP
Its: General Partner
By: Revolution Growth GP II, LP
Its: General Partner
By: Revolution Growth UGP II, LLC
Its: General Partner
|
|
|
|
By:
|
/s/ Steven J. Murray
|
|
Name: Steven J. Murray
|
|
Its: Operating Manager
|
|
|
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/s/ Steven J. Murray
|
|
Steven J. Murray
|
|
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/s/ Stephen M. Case
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Stephen M. Case
|
|
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/s/ Theodore J. Leonsis
|
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Theodore J. Leonsis
|
|
ATTENTION
|
|
|
|
|
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).
|
Exhibit(s):
A - Joint Filing Statement
EXHIBIT A
JOINT FILING STATEMENT
The undersigned hereby agree to jointly prepare and file with regulatory
authorities a Schedule 13G and any future amendments thereto reporting each of the undersigned’s ownership of securities of BigCommerce
Holdings, Inc. and hereby affirm that such Schedule 13G is being filed on behalf of each of the undersigned.
Dated: February 11, 2022
|
REVOLUTION GROWTH II, LP
By: Revolution Growth GP II, LP
Its: General Partner
By: Revolution Growth UGP II, LLC
Its: General Partner
|
|
|
|
By:
|
/s/ Steven J. Murray
|
|
Name:
|
Steven J. Murray
|
|
Its:
|
Operating Manager
|
|
|
|
REVOLUTION GROWTH GP II,
LP
By: Revolution Growth UGP II, LLC
Its: General Partner
|
|
|
|
By:
|
/s/ Steven J. Murray
|
|
Name:
|
Steven J. Murray
|
|
Its:
|
Operating Manager
|
|
|
|
REVOLUTION GROWTH UGP II, LLC
|
|
|
|
By:
|
/s/ Steven J. Murray
|
|
Name:
|
Steven J. Murray
|
|
Its:
|
Operating Manager
|
|
|
|
GEORGETOWN SG HOLDINGS, LLC
|
|
By: Revolution Growth II, LP
Its: General Partner
By: Revolution Growth GP II, LP
Its: General Partner
By: Revolution Growth UGP II, LLC
Its: General Partner
|
|
|
|
By:
|
/s/ Steven J. Murray
|
|
Name: Steven J. Murray
|
|
Its: Operating Manager
|
|
|
|
TAVERN GREEN HOLDINGS, LLC
|
|
By: Revolution Growth II, LP
Its: General Partner
By: Revolution Growth GP II, LP
Its: General Partner
By: Revolution Growth UGP II, LLC
Its: General Partner
|
|
|
|
By:
|
/s/ Steven J. Murray
|
|
Name: Steven J. Murray
|
|
Its: Operating Manager
|
|
|
|
/s/ Steven J. Murray
|
|
Steven J. Murray
|
|
|
|
/s/ Stephen M. Case
|
|
Stephen M. Case
|
|
|
|
/s/ Theodore J. Leonsis
|
|
Theodore J. Leonsis
|
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