SEC FORM 3

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SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

Levine Jeremy S.

(Last)

(First)

(Middle)

C/O STUBHUB HOLDINGS, INC.

175 GREENWICH STREET, 59TH FLOOR

(Street)

NEW YORK

10007

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/16/2025

3. Issuer Name and Ticker or Trading Symbol
StubHub Holdings, Inc. [ STUB ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	7,700⁽¹⁾	D
Class A Common Stock	9,225,192	I	Bessemer Venture Partners VIII L.P.⁽²⁾⁽³⁾⁽⁴⁾
Class A Common Stock	11,094,612	I	Bessemer Venture Partners VIII Institutional L.P.⁽²⁾⁽³⁾⁽⁴⁾
Class A Common Stock	1,483,570	I	Bessemer Venture Partners Century Fund Institutional L.P.⁽²⁾⁽³⁾⁽⁴⁾
Class A Common Stock	235,115	I	Bessemer Venture Partners Century Fund L.P.⁽²⁾⁽³⁾⁽⁴⁾
Class A Common Stock	4,937,498	I	Deer Partners Investment Fund LLC⁽²⁾⁽³⁾⁽⁴⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series M Redeemable Preferred Stock	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	82,539	⁽⁵⁾	I	Deer Partners Investment Fund LLC⁽²⁾⁽³⁾⁽⁴⁾
Series O Redeemable Preferred Stock	⁽⁶⁾	⁽⁶⁾	Class A Common Stock	46,808	⁽⁶⁾	I	Cloud All Star Fund, LP⁽²⁾⁽³⁾⁽⁴⁾

Explanation of Responses:

1. Represents restricted stock unit ("RSU"), which vest in accordance with the terms of the applicable awards. Each RSU represents a contingent right to receive one share of Issuer Class A common stock.

2. Deer VIII & Co. L.P. ("Deer VIII LP") is the general partner of Bessemer Venture Partners VIII L.P. ("BVP VIII") and Bessemer Venture Partners VIII Institutional L.P. ("BVP VIII Inst"). Deer VIII & Co. Ltd. ("Deer VIII Ltd.") is the general partner of Deer VIII LP. Robert P. Goodman, David Cowan, Scott Ring, Sandra Grippo, Jeremy Levine, Byron Deeter and Robert M. Stavis serve as the directors of Deer VIII Ltd. and are the individuals who make investment and voting decisions on behalf of BVP VIII and BVP VIII Inst., collectively. Investment and voting decisions with respect to our shares held by BVP VIII and BVP VIII Inst are made by the directors of Deer VIII Ltd. acting as an investment committee. Deer X & Co. L.P. ("Deer X LP") is the general partner of Bessemer Venture Partners Century Fund L.P. ("BVP CF")and Bessemer Venture Partners Century Fund Institutional L.P. ("BVP CF Inst"). Deer X & Co. Ltd. ("Deer X Ltd.") is the general partner of Deer X LP. Robert P. Goodman,

3. (Continued from footnote 2) David Cowan, Jeremy Levine, Byron Deeter, Adam Fisher, Brian Feinstein, Alex Ferrara, Stephen Kraus, Scott Ring and Sandra Grippo are the directors of Deer X Ltd. and are the individuals who make investment and voting decisions on behalf of BVP CF and BVP CF Inst., collectively. Investment and voting decisions with respect to our shares held by BVP CF and BVP CF Inst are made by the directors of Deer X Ltd. acting as an investment committee. by Deer Partners Investment Fund LLC ("DPIF") is a member-managed LLC. Voting and investment decisions over our shares held by DPIF are made by members of DPIF holding a majority in interests of DPIF's position in us. Certain affiliates of the Bessemer Entities own a material interest in Cloud All Star Fund GP, LLC, the general partner of Cloud All Star Fund, L.P. ("CASF"), which has voting and dispositive power with respect to the shares held by CASF.

4. (Continued from footnote 3) The Reporting Person is a Partner at Bessemer Venture Partners may be deemed to have shared voting and investment power over the shares held by BVP VIII, BVP VIII Inst, BVP CF Inst, BVP CF, DPIF and CASF (as defined above). The Reporting Person disclaims beneficial ownership interest of the securities held by BVP VIII, BVP VIII Inst, BVP CF Inst, BVP CF, DPIF and CASF, except to the extent of his pecuniary interest, if any, in such securities by virtue of his indirect and/or direct interest in such entities.

5. Each share of Series M redeemable preferred stock will automatically convert into shares of Class A common stock of the Issuer, pursuant to the terms as specified in the Issuer's Certificate of Designation, 180 days after the consummation of the Issuer's initial public offering. The Series M redeemable preferred stock will be redeemed for cash if not converted prior to June 18, 2034.

6. Each share of Series O redeemable preferred stock will automatically convert into shares of Class A common stock of the Issuer, pursuant to the terms as specified in the Issuer's Certificate of Designation, 180 days after the consummation of the Issuer's initial public offering.

Remarks:

Exhibit 24 - Power of Attorney.

	/s/ Elizabeth Lynch, attorney-in-fact for Jeremy Levine	09/16/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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