SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Lacerte Rene A.
(Last) (First) (Middle)
C/O BILL HOLDINGS, INC.
6220 AMERICA CENTER DR., SUITE 100
(Street)
SAN JOSE CA 95002
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
BILL Holdings, Inc. [ BILL ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
CEO
3. Date of Earliest Transaction (Month/Day/Year)
11/28/2023
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 11/28/2023 M 10,000 A (1) 86,488(2) D
Common Stock 11/28/2023 M 2,785 A (1) 89,273 D
Common Stock 11/28/2023 M 5,358 A (1) 94,631 D
Common Stock 11/28/2023 M 3,657 A (1) 98,288 D
Common Stock 11/28/2023 M 2,366 A (3) 100,654 D
Common Stock 11/29/2023 S(4) 5,583 D $66.9824(5) 95,071 D
Common Stock 11/29/2023 S(4) 6,106 D $67.7346(6) 88,965 D
Common Stock 11/29/2023 S(4) 448 D $68.4041(7) 88,517 D
Common Stock 1,708,749 I See Footnote(8)
Common Stock 135,000 I See Footnote(9)
Common Stock 135,000 I See Footnote(9)
Common Stock 163,125 I See Footnote(10)
Common Stock 163,125 I See Footnote(11)
Common Stock 205,000 I See Footnote(12)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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
Restricted Stock Units (1) 11/28/2023 M 10,000 (13) (13) Common Stock 10,000 $0.00 20,000 D
Restricted Stock Units (1) 11/28/2023 M 2,785 (14) (14) Common Stock 2,785 $0.00 19,497 D
Restricted Stock Units (1) 11/28/2023 M 5,358 (15) (15) Common Stock 5,358 $0.00 58,948 D
Restricted Stock Units (1) 11/28/2023 M 3,657 (16) (16) Common Stock 3,657 $0.00 54,867 D
Performance Stock Units (3) 11/28/2023 M 2,366 (17) (17) Common Stock 2,366 $0.00 16,571 D
Explanation of Responses:
1. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock.
2. Includes 74 shares of Common Stock acquired under the issuer's employee stock purchase plan on September 6, 2023.
3. Each Performance Stock Unit ("PSU") represents a conditional right to receive one share of Common Stock, subject to the continuing service of the Reporting Person on each vesting date.
4. The sale of shares is for the sole purpose of covering the Reporting Person's tax liability with respect to the settlement of RSUs and PSUs.
5. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $66.325 to $67.32 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
6. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $67.325 to $68.32 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
7. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $68.33 to $68.42 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
8. The shares are held by Chung Lacerte Trust U/A dated February 15, 2004, Rene A. Lacerte and Joyce A. Chung, Trustees.
9. The shares are held by a family trust with Rene A. Lacerte and Joyce A. Chung, as Trustors, and Rene A. Lacerte, Joyce A. Chung, and Daniel C. Chung, as Trustees.
10. The shares are held by Ilio Irrevocable Trust, Rene Lacerte and Joyce Chung, Trustees.
11. The shares are held by Nene Irrevocable Trust, Rene Lacerte and Joyce Chung, Trustees.
12. The shares are held by the Makahakama Foundation.
13. The RSUs vest in 16 equal quarterly installments over four years, beginning August 28, 2020, subject to the continuing service of the Reporting Person on each vesting date.
14. The RSUs vest in 16 equal quarterly installments over four years, beginning August 28, 2021, subject to the continuing service of the Reporting Person on each vesting date.
15. The RSUs vest in 16 equal quarterly installments over four years, beginning August 28, 2022, subject to the continuing service of the Reporting Person on each vesting date.
16. The RSUs vest in 16 equal quarterly installments over four years, beginning November 28, 2023, subject to the continuing service of the Reporting Person on each vesting date.
17. The PSUs vest over three years; 1/3rd vests on August 28, 2023, and thereafter the remaining 2/3rd will vest quarterly over two years, subject to the continuing service of the Reporting Person on each vesting date.
Remarks:
/s/ Rajesh Aji, Attorney-in-Fact 11/30/2023
** 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 4 (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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
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