| Item 1. | |
| (a) | Name of issuer:
StubHub Holdings, Inc. |
| (b) | Address of issuer's principal executive offices:
175 Greenwich Street, 59th Floor, New York, NY 10007 |
| Item 2. | |
| (a) | Name of person filing:
This statement is being filed by the following persons with respect to certain shares of Class A Common Stock (the "Shares" or the "Common Stock") of the Issuer. Bessemer Venture Partners VIII L.P. ("BVP VIII"), Bessemer Venture Partners VIII Institutional L.P. ("BVP VIII Inst" and together with BVP VIII, the "BVP VIII Funds"), Bessemer Venture Partners Century Fund Institutional L.P. ("BVP CF Inst"), and Bessemer Venture Partners Century Fund L.P. ("BVP CF", and together with BVP CF Inst, the "BVP Century Funds") directly own shares of Class A Common Stock.
Deer VIII & Co. Ltd. ("Deer VIII Ltd") is the general partner of Deer VIII & Co. L.P. ("Deer VIII LP"), which is the general partner of the BVP VIII Funds.
Deer X & Co. Ltd. ("Deer X Ltd") is the general partner of Deer X & Co. L.P. ("Deer X LP"), which is the general partner of the BVP Century Funds.
Cloud All Star Fund, LP ("CASF") directly owns shares of Class A Common Stock. Deer Management Company LLC ("Deer") is the management company of the Funds and owns a material interest in Cloud All Star Fund GP, LLC, the general partner of CASF.
Deer Partners Investment Fund LLC ("DPIF") directly owns shares of Class A Common Stock.
BVP VIII, BVP VIII Inst, BVP CF Inst, BVP CF, CASF, Deer VIII Ltd, Deer VIII LP, Deer X Ltd, Deer X LP, DPIF and Deer are sometimes individually referred to herein as a "Reporting Person" and collectively as the "Reporting Persons."
|
| (b) | Address or principal business office or, if none, residence:
The address of the principal business office of the Reporting Persons is:
c/o Bessemer Venture Partners
1865 Palmer Avenue; Suite 104
Larchmont, NY 10583
|
| (c) | Citizenship:
Cayman Islands and Delaware |
| (d) | Title of class of securities:
Class A Common Stock, $0.001 par value per share |
| (e) | CUSIP No.:
|
| 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: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
|
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
|
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
|
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
|
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
|
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
|
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
|
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
|
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
|
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
|
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
BVP VIII- 9,225,192 shares
BVP VIII Inst- 11,094,612 shares
BVP CF Inst -1,483,570 shares
BVP CF - 235,115 shares
CASF - 46,808 shares
Deer VIII Ltd - 20,319,804 shares
Deer VIII LP - 20,319,804 shares
Deer X Ltd - 1,718,685 shares
Deer X LP - 1,718,685 shares
Deer - 46,808 shares
DPIF - 5,020,037 shares |
| (b) | Percent of class:
BVP VIII- 2.8%
BVP VIII Inst- 3.3%
BVP CF Inst - 0.5%
BVP CF - 0.08%
CASF - 0.01%
Deer VIII Ltd - 6.1%
Deer VII LP - 6.1%
Deer X Ltd -0.5%
Deer X LP - 0.5%
Deer -0.01%
DPIF - 1.5% |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
BVP VIII- 9,225,192 shares
BVP VIII Inst- 11,094,612 shares
BVP CF Inst -1,483,570 shares
BVP CF - 235,115 shares
CASF - 46,808 shares
Deer VIII Ltd - 20,319,804 shares
Deer VIII LP - 20,319,804 shares
Deer X Ltd - 1,718,685 shares
Deer X LP - 1,718,685 shares
Deer - 46,808 shares
DPIF - 5,020,037 shares
|
| | (ii) Shared power to vote or to direct the vote:
BVP VIII- 0 shares
BVP VIII Inst- 0 shares
BVP CF Inst - 0 shares
BVP CF - 0 shares
CASF - 0 shares
Deer VIII Ltd - 0 shares
Deer VIII LP - 0 shares
Deer X Ltd - 0 shares
Deer X LP - 0 shares
Deer - 0 shares
DPIF - 0 shares
|
| | (iii) Sole power to dispose or to direct the disposition of:
BVP VIII- 9,225,192 shares
BVP VIII Inst- 11,094,612 shares
BVP CF Inst -1,483,570 shares
BVP CF - 235,115 shares
CASF - 46,808 shares
Deer VIII Ltd - 20,319,804 shares
Deer VIII LP - 20,319,804 shares
Deer X Ltd - 1,718,685 shares
Deer X LP - 1,718,685 shares
Deer - 46,808 shares
DPIF - 5,020,037
|
| | (iv) Shared power to dispose or to direct the disposition of:
BVP VIII- 0 shares
BVP VIII Inst- 0 shares
BVP CF Inst - 0 shares
BVP CF - 0 shares
CASF - 0 shares
Deer VIII Ltd - 0 shares
Deer VIII LP - 0 shares
Deer X Ltd - 0 shares
Deer X LP - 0 shares
Deer - 0 shares
DPIF - 0 shares
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| |
Not Applicable
|
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
| |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
As the general partner of Deer VIII & Co. L.P., which in turn is the general partner of the BVP VIII Funds, Deer VIII & Co. Ltd. may be deemed to beneficially own all 20,319,804 Shares held directly by the BVP VIII Funds and have the power to direct the dividends from or the proceeds of the sale of such Shares. As the general partner of Deer X & Co. L.P., which in turn is the general partner of the BVP Century Funds, Deer X & Co. Ltd. may be deemed to beneficially own all 1,718,685 Shares held directly by the BVP Century Funds and have the power to direct the dividends from or the proceeds of the sale of such Shares. Deer owns a material interest in Cloud All Star Fund GP, LLC, the general partner of CASF, Deer may be deemed to beneficially own all 46,808 Shares held directly by CASF and have the power to direct the dividends from or the proceeds of the sale of such Shares. |
| 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 9. | Notice of Dissolution of Group. |
| |
Not Applicable
|
Rule 13d-1(d)