CFO Rettig John R. converted options into 19,216 shares and covered exercise/tax liability with 9,762 shares, increasing direct ownership by 11% to 92,103 units (SEC Form 4)
$BILL
EDP Services
Technology
| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
BILL Holdings, Inc. [ BILL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/28/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 05/28/2025 | M | 17,322 | A | (1) | 99,971(2) | D | |||
| Common Stock | 05/28/2025 | M | 1,894 | A | (3) | 101,865 | D | |||
| Common Stock | 05/28/2025 | F | 9,762(4) | D | $44.48 | 92,103 | D | |||
| Common Stock | 80,474 | I | See footnote(5) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Unit | (1) | 05/28/2025 | M | 1,114 | (6) | (6) | Common Stock | 1,114 | $0 | 1,115 | D | ||||
| Restricted Stock Unit | (1) | 05/28/2025 | M | 2,187 | (7) | (7) | Common Stock | 2,187 | $0 | 4,375 | D | ||||
| Restricted Stock Unit | (1) | 05/28/2025 | M | 4,287 | (8) | (8) | Common Stock | 4,287 | $0 | 21,436 | D | ||||
| Restricted Stock Unit | (1) | 05/28/2025 | M | 2,612 | (9) | (9) | Common Stock | 2,612 | $0 | 23,515 | D | ||||
| Restricted Stock Unit | (1) | 05/28/2025 | M | 7,122 | (10) | (10) | Common Stock | 7,122 | $0 | 92,593 | D | ||||
| Performance Stock Units | (3) | 05/28/2025 | M | 1,894 | (11) | (11) | Common Stock | 1,894 | $0 | 1,894 | 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 231 shares of the Issuer's Common Stock acquired under the Issuer's employee stock purchase plan on May 15, 2025. |
| 3. Each Performance Stock Unit ("PSU") represents a conditional right to receive one share of the Issuer's Common Stock. |
| 4. Represents shares withheld to satisfy the tax withholding obligation in connection with the vesting of RSUs and PSUs. |
| 5. The shares are held by the Rettig Living Trust U/A DTD 12/02/2020, of which the Reporting Person and his spouse are co-trustees. |
| 6. The RSUs vest in 16 equal quarterly installments over four years, beginning November 28, 2021, subject to the continuing service of the Reporting Person on each vesting date. |
| 7. The RSUs vest in 16 equal quarterly installments over four years, beginning February 28, 2022, subject to the continuing service of the Reporting Person on each vesting date. |
| 8. The RSUs vest in 16 equal quarterly installments over four years, beginning November 28, 2022, subject to the continuing service of the Reporting Person on each vesting date. |
| 9. 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. |
| 10. The RSUs vest in 16 equal quarterly installments over four years, beginning November 28, 2024, subject to the continuing service of the Reporting Person on each vesting date. |
| 11. 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. |
| /s/ Rajesh Aji, Attorney-in-Fact | 05/30/2025 | |
| ** 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 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. | ||