SEC Form SC 13G/A filed by 1stdibs.com Inc. (Amendment)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULES 13d-1 (b), (c) AND (d)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. 2)*
1stdibs.com,Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
320551104
(CUSIP Number)
December 31, 2023
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
*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 disclosures provided in a prior cover page.
The information required on 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).
(Continued on following pages)
Page 1 of 24 Pages
Exhibit Index Contained on Page 23
CUSIP NO. 320551104 | 13 G | Page 2 of 24 |
| 1 | NAME OF REPORTING PERSON Benchmark Capital Partners V, L.P. (“BCP V”) |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF
|
5 | SOLE VOTING POWER 2,793,941 shares, except that Benchmark Capital Management Co. V, L.L.C. (“BCMC V”), the general partner of BCP V, may be deemed to have sole power to vote these shares, and Alexandre Balkanski (“Balkanski”), Bruce W. Dunlevie (“Dunlevie”), Peter Fenton (“Fenton”), J. William Gurley (“Gurley”), Kevin R. Harvey (“Harvey”), Robert C. Kagle (“Kagle”) and Mitchell H. Lasky (“Lasky”), the members of BCMC V, may be deemed to have shared power to vote these shares. |
| 6 | SHARED VOTING POWER See response to row 5. | |
| 7 | SOLE DISPOSITIVE POWER 2,793,941 shares, except that BCMC V, the general partner of BCP V, may be deemed to have sole power to dispose of these shares, and Balkanski, Dunlevie, Fenton, Gurley, Harvey, Kagle and Lasky, the members of BCMC V, may be deemed to have shared power to dispose of these shares. | |
| 8 | SHARED DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,793,941 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.0% |
| 12 | TYPE OF REPORTING PERSON PN |
CUSIP NO. 320551104 | 13 G | Page 3 of 24 |
| 1 | NAME OF REPORTING PERSON Benchmark Founders’ Fund V, L.P. (“BFF V”) |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF
|
5 | SOLE VOTING POWER 342,366 shares, except that BCMC V, the general partner of BFF V, may be deemed to have sole power to vote these shares, and Balkanski, Dunlevie, Fenton, Gurley, Harvey, Kagle and Lasky, the members of BCMC V, may be deemed to have shared power to vote these shares. |
| 6 | SHARED VOTING POWER See response to row 5. | |
| 7 | SOLE DISPOSITIVE POWER 342,366 shares, except that BCMC V, the general partner of BFF V, may be deemed to have sole power to dispose of these shares, and Balkanski, Dunlevie, Fenton, Gurley, Harvey, Kagle and Lasky, the members of BCMC V, may be deemed to have shared power to dispose of these shares. | |
| 8 | SHARED DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 342,366 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.9% |
| 12 | TYPE OF REPORTING PERSON PN |
CUSIP NO. 320551104 | 13 G | Page 4 of 24 |
| 1 | NAME OF REPORTING PERSON Benchmark Founders’ Fund V-A, L.P. (“BFF V-A”) |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF
|
5 | SOLE VOTING POWER 65,550 shares, except that BCMC V, the general partner of BFF V-A, may be deemed to have sole power to vote these shares, and Balkanski, Dunlevie, Fenton, Gurley, Harvey, Kagle and Lasky, the members of BCMC V, may be deemed to have shared power to vote these shares. |
| 6 | SHARED VOTING POWER See response to row 5. | |
| 7 | SOLE DISPOSITIVE POWER 65,550 shares, except that BCMC V, the general partner of BFF V-A, may be deemed to have sole power to dispose of these shares, and Balkanski, Dunlevie, Fenton, Gurley, Harvey, Kagle and Lasky, the members of BCMC V, may be deemed to have shared power to dispose of these shares. | |
| 8 | SHARED DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 65,550 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.2% |
| 12 | TYPE OF REPORTING PERSON PN |
CUSIP NO. 320551104 | 13 G | Page 5 of 24 |
| 1 | NAME OF REPORTING PERSON Benchmark Founders’ Fund V-B, L.P. (“BFF V-B”) |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF
|
5 | SOLE VOTING POWER 51,580 shares, except that BCMC V, the general partner of BFF V-B, may be deemed to have sole power to vote these shares, and Balkanski, Dunlevie, Fenton, Gurley, Harvey, Kagle and Lasky, the members of BCMC V, may be deemed to have shared power to vote these shares. |
| 6 | SHARED VOTING POWER See response to row 5. | |
| 7 | SOLE DISPOSITIVE POWER 51,580 shares, except that BCMC V, the general partner of BFF V-B, may be deemed to have sole power to dispose of these shares, and Balkanski, Dunlevie, Fenton, Gurley, Harvey, Kagle and Lasky, the members of BCMC V, may be deemed to have shared power to dispose of these shares. | |
| 8 | SHARED DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 51,580 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.1% |
| 12 | TYPE OF REPORTING PERSON PN |
CUSIP NO. 320551104 | 13 G | Page 6 of 24 |
| 1 | NAME OF REPORTING PERSON Benchmark Capital Management Co. V, L.L.C. |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF
|
5 | SOLE VOTING POWER 3,653,916 shares, of which 2,793,941 are directly owned by BCP V, 342,366 are directly owned by BFF V, 65,550 are directly owned by BFF V-A, 51,580 are directly owned by BFF V-B and 400,479 are held in nominee form for the benefit of persons associated with BCMC V. BCMC V, the general partner of BCP V, BFF V, BFF V-A and BFF V-B, may be deemed to have sole power to vote these shares, and Balkanski, Dunlevie, Fenton, Gurley, Harvey, Kagle and Lasky, the members of BCMC V, may be deemed to have shared power to vote these shares. |
| 6 | SHARED VOTING POWER See response to row 5. | |
| 7 | SOLE DISPOSITIVE POWER 3,653,916 shares, of which 2,793,941 are directly owned by BCP V, 342,366 are directly owned by BFF V, 65,550 are directly owned by BFF V-A, 51,580 are directly owned by BFF V-B and 400,479 are held in nominee form for the benefit of persons associated with BCMC V. BCMC V, the general partner of BCP V, BFF V, BFF V-A and BFF V-B, may be deemed to have sole power to dispose of these shares, and Balkanski, Dunlevie, Fenton, Gurley, Harvey, Kagle and Lasky, the members of BCMC V, may be deemed to have shared power to dispose of these shares. | |
| 8 | SHARED DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,653,916 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.1% |
| 12 | TYPE OF REPORTING PERSON OO |
CUSIP NO. 320551104 | 13 G | Page 7 of 24 |
| 1 | NAME OF REPORTING PERSON Benchmark Capital Partners VII, L.P. (“BCP VII”) |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF
|
5 | SOLE VOTING POWER 2,903,971 shares, except that Benchmark Capital Management Co. VII, L.L.C. (“BCMC VII”), the general partner of BCP VII, may be deemed to have sole power to vote these shares, and Matthew R. Cohler (“Cohler”), Dunlevie, Fenton, Gurley, Harvey and Lasky, the members of BCMC VII, may be deemed to have shared power to vote these shares. |
| 6 | SHARED VOTING POWER See response to row 5. | |
| 7 | SOLE DISPOSITIVE POWER 2,903,971 shares, except that BCMC VII, the general partner of BCP VII, may be deemed to have sole power to dispose of these shares, and Cohler, Dunlevie, Fenton, Gurley, Harvey and Lasky, the members of BCMC VII, may be deemed to have shared power to dispose of these shares. | |
| 8 | SHARED DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,903,971 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.3% |
| 12 | TYPE OF REPORTING PERSON PN |
CUSIP NO. 320551104 | 13 G | Page 8 of 24 |
| 1 | NAME OF REPORTING PERSON Benchmark Founders’ Fund VII, L.P. (“BFF VII”) |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF
|
5 | SOLE VOTING POWER 322,512 shares, except that BCMC VII, the general partner of BFF VII, may be deemed to have sole power to vote these shares, and Cohler, Dunlevie, Fenton, Gurley, Harvey and Lasky, the members of BCMC VII, the members of BCMC VII, may be deemed to have shared power to vote these shares. |
| 6 | SHARED VOTING POWER See response to row 5. | |
| 7 | SOLE DISPOSITIVE POWER 322,512 shares, except that BCMC VII, the general partner of BFF VII, may be deemed to have sole power to dispose of these shares, and Cohler, Dunlevie, Fenton, Gurley, Harvey and Lasky, the members of BCMC VII, the members of BCMC VII, may be deemed to have shared power to dispose of these shares. | |
| 8 | SHARED DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 322,512 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.8% |
| 12 | TYPE OF REPORTING PERSON PN |
CUSIP NO. 320551104 | 13 G | Page 9 of 24 |
| 1 | NAME OF REPORTING PERSON Benchmark Founders’ Fund VII-B, L.P. (“BFF VII-B”) |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF
|
5 | SOLE VOTING POWER 427,433 shares, except that BCMC VII, the general partner of BFF VII-B, may be deemed to have sole power to vote these shares, and Cohler, Dunlevie, Fenton, Gurley, Harvey and Lasky, the members of BCMC VII, the members of BCMC VII, may be deemed to have shared power to vote these shares. |
| 6 | SHARED VOTING POWER See response to row 5. | |
| 7 | SOLE DISPOSITIVE POWER 427,433 shares, except that BCMC VII, the general partner of BFF VII-B, may be deemed to have sole power to dispose of these shares, and Cohler, Dunlevie, Fenton, Gurley, Harvey and Lasky, the members of BCMC VII, the members of BCMC VII, may be deemed to have shared power to dispose of these shares. | |
| 8 | SHARED DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 427,433 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.1% |
| 12 | TYPE OF REPORTING PERSON PN |
CUSIP NO. 320551104 | 13 G | Page 10 of 24 |
| 1 | NAME OF REPORTING PERSON Benchmark Capital Management Co. VII, L.L.C. |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF
|
5 | SOLE VOTING POWER 3,653,916 shares, of which 2,903,971 are directly owned by BCP VII, 322,512 are directly owned by BFF VII and 427,433 are directly owned by BFF VII-B. BCMC VII, the general partner of BCP VII, BFF VII and BFF VII-B, may be deemed to have sole power to vote these shares, and Cohler, Dunlevie, Fenton, Gurley, Harvey and Lasky, the members of BCMC VII, the members of BCMC VII, may be deemed to have shared power to vote these shares. |
| 6 | SHARED VOTING POWER See response to row 5. | |
| 7 | SOLE DISPOSITIVE POWER 3,653,916 shares, of which 2,903,971 are directly owned by BCP VII, 322,512 are directly owned by BFF VII and 427,433 are directly owned by BFF VII-B. BCMC VII, the general partner of BCP VII, BFF VII and BFF VII-B, may be deemed to have sole power to dispose of these shares, and Cohler, Dunlevie, Fenton, Gurley, Harvey and Lasky, the members of BCMC VII, the members of BCMC VII, may be deemed to have shared power to dispose of these shares. | |
| 8 | SHARED DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,653,916 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.1% |
| 12 | TYPE OF REPORTING PERSON OO |
CUSIP NO. 320551104 | 13 G | Page 11 of 24 |
| 1 | NAME OF REPORTING PERSON Alexandre Balkanski |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen |
NUMBER OF
|
5 | SOLE VOTING POWER 0 shares |
| 6 | SHARED VOTING POWER 3,653,916 shares, of which 2,793,941 are directly owned by BCP V, 342,366 are directly owned by BFF V, 65,550 are directly owned by BFF V-A, 51,580 are directly owned by BFF V-B and 400,479 are held in nominee form for the benefit of persons associated with BCMC V. BCMC V is the general partner of BCP V, BFF V, BFF V-A and BFF V-B, and Balkanski, a member of BCMC V, may be deemed to have shared power to vote these shares. | |
| 7 | SOLE DISPOSITIVE POWER 0 shares | |
| 8 | SHARED DISPOSITIVE POWER 3,653,916 shares, of which 2,793,941 are directly owned by BCP V, 342,366 are directly owned by BFF V, 65,550 are directly owned by BFF V-A, 51,580 are directly owned by BFF V-B and 400,479 are held in nominee form for the benefit of persons associated with BCMC V. BCMC V is the general partner of BCP V, BFF V, BFF V-A and BFF V-B, and Balkanski, a member of BCMC V, may be deemed to have shared power to have shared power to dispose of these shares. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,653,916 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.1% |
| 12 | TYPE OF REPORTING PERSON IN |
CUSIP NO. 320551104 | 13 G | Page 12 of 24 |
| 1 | NAME OF REPORTING PERSON Matthew R. Cohler |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen |
NUMBER OF
|
5 | SOLE VOTING POWER 26,483 shares |
| 6 | SHARED VOTING POWER 3,653,916 shares, of which 2,903,971 are directly owned by BCP VII, 322,512 are directly owned by BFF VII and 427,433 are directly owned by BFF VII-B. BCMC VII is the general partner of BCP VII, BFF VII and BFF VII-B. Cohler, a member of BCMC VII, may be deemed to have shared power to vote these shares. | |
| 7 | SOLE DISPOSITIVE POWER 26,483 shares | |
| 8 | SHARED DISPOSITIVE POWER 3,653,916 shares, of which 2,903,971 are directly owned by BCP VII, 322,512 are directly owned by BFF VII and 427,433 are directly owned by BFF VII-B. BCMC VII is the general partner of BCP VII, BFF VII and BFF VII-B. Cohler, a member of BCMC VII, may be deemed to have shared power to dispose these shares. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,680,399 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.2% |
| 12 | TYPE OF REPORTING PERSON IN |
CUSIP NO. 320551104 | 13 G | Page 13 of 24 |
| 1 | NAME OF REPORTING PERSON Bruce W. Dunlevie |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen |
NUMBER OF
|
5 | SOLE VOTING POWER 0 shares |
| 6 | SHARED VOTING POWER 7,307,832 shares, of which 2,793,941 are directly owned by BCP V, 342,366 are directly owned by BFF V, 65,550 are directly owned by BFF V-A, 51,580 are directly owned by BFF V-B, 400,479 are held in nominee form for the benefit of persons associated with BCMC V, 2,903,971 are directly owned by BCP VII, 322,512 are directly owned by BFF VII and 427,433 are directly owned by BFF VII-B. BCMC V is the general partner of BCP V, BFF V, BFF V-A and BFF V-B, and BCMC VII is the general partner of BCP VII, BFF VII and BFF VII-B. Dunlevie, a member of BCMC V and BCMC VII, may be deemed to have shared power to vote these shares. | |
| 7 | SOLE DISPOSITIVE POWER 0 shares | |
| 8 | SHARED DISPOSITIVE POWER 7,307,832 shares, of which 2,793,941 are directly owned by BCP V, 342,366 are directly owned by BFF V, 65,550 are directly owned by BFF V-A, 51,580 are directly owned by BFF V-B, 400,479 are held in nominee form for the benefit of persons associated with BCMC V, 2,903,971 are directly owned by BCP VII, 322,512 are directly owned by BFF VII and 427,433 are directly owned by BFF VII-B. BCMC V is the general partner of BCP V, BFF V, BFF V-A and BFF V-B, and BCMC VII is the general partner of BCP VII, BFF VII and BFF VII-B. Dunlevie, a member of BCMC V and BCMC VII, may be deemed to have shared power to dispose of these shares. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,307,832 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 18.3% |
| 12 | TYPE OF REPORTING PERSON IN |
CUSIP NO. 320551104 | 13 G | Page 14 of 24 |
| 1 | NAME OF REPORTING PERSON Peter Fenton |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen |
NUMBER OF
|
5 | SOLE VOTING POWER 0 shares |
| 6 | SHARED VOTING POWER 7,307,832 shares, of which 2,793,941 are directly owned by BCP V, 342,366 are directly owned by BFF V, 65,550 are directly owned by BFF V-A, 51,580 are directly owned by BFF V-B, 400,479 are held in nominee form for the benefit of persons associated with BCMC V, 2,903,971 are directly owned by BCP VII, 322,512 are directly owned by BFF VII and 427,433 are directly owned by BFF VII-B. BCMC V is the general partner of BCP V, BFF V, BFF V-A and BFF V-B, and BCMC VII is the general partner of BCP VII, BFF VII and BFF VII-B. Fenton, a member of BCMC V and BCMC VII, may be deemed to have shared power to vote these shares. | |
| 7 | SOLE DISPOSITIVE POWER 0 shares | |
| 8 | SHARED DISPOSITIVE POWER 7,307,832 shares, of which 2,793,941 are directly owned by BCP V, 342,366 are directly owned by BFF V, 65,550 are directly owned by BFF V-A, 51,580 are directly owned by BFF V-B, 400,479 are held in nominee form for the benefit of persons associated with BCMC V, 2,903,971 are directly owned by BCP VII, 322,512 are directly owned by BFF VII and 427,433 are directly owned by BFF VII-B. BCMC V is the general partner of BCP V, BFF V, BFF V-A and BFF V-B, and BCMC VII is the general partner of BCP VII, BFF VII and BFF VII-B. Fenton, a member of BCMC V and BCMC VII, may be deemed to have shared power to dispose of these shares. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,307,832 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 18.3% |
| 12 | TYPE OF REPORTING PERSON IN |
CUSIP NO. 320551104 | 13 G | Page 15 of 24 |
| 1 | NAME OF REPORTING PERSON J. William Gurley |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen |
NUMBER OF
|
5 | SOLE VOTING POWER 0 shares |
| 6 | SHARED VOTING POWER 7,307,832 shares, of which 2,793,941 are directly owned by BCP V, 342,366 are directly owned by BFF V, 65,550 are directly owned by BFF V-A, 51,580 are directly owned by BFF V-B, 400,479 are held in nominee form for the benefit of persons associated with BCMC V, 2,903,971 are directly owned by BCP VII, 322,512 are directly owned by BFF VII and 427,433 are directly owned by BFF VII-B. BCMC V is the general partner of BCP V, BFF V, BFF V-A and BFF V-B, and BCMC VII is the general partner of BCP VII, BFF VII and BFF VII-B. Gurley, a member of BCMC V and BCMC VII, may be deemed to have shared power to vote these shares. | |
| 7 | SOLE DISPOSITIVE POWER 0 shares | |
| 8 | SHARED DISPOSITIVE POWER 7,307,832 shares, of which 2,793,941 are directly owned by BCP V, 342,366 are directly owned by BFF V, 65,550 are directly owned by BFF V-A, 51,580 are directly owned by BFF V-B, 400,479 are held in nominee form for the benefit of persons associated with BCMC V, 2,903,971 are directly owned by BCP VII, 322,512 are directly owned by BFF VII and 427,433 are directly owned by BFF VII-B. BCMC V is the general partner of BCP V, BFF V, BFF V-A and BFF V-B, and BCMC VII is the general partner of BCP VII, BFF VII and BFF VII-B. Gurley, a member of BCMC V and BCMC VII, may be deemed to have shared power to dispose of these shares. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,307,832 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 18.3% |
| 12 | TYPE OF REPORTING PERSON IN |
CUSIP NO. 320551104 | 13 G | Page 16 of 24 |
| 1 | NAME OF REPORTING PERSON Kevin R. Harvey |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen |
NUMBER OF
|
5 | SOLE VOTING POWER 0 shares |
| 6 | SHARED VOTING POWER 7,307,832 shares, of which 2,793,941 are directly owned by BCP V, 342,366 are directly owned by BFF V, 65,550 are directly owned by BFF V-A, 51,580 are directly owned by BFF V-B, 400,479 are held in nominee form for the benefit of persons associated with BCMC V, 2,903,971 are directly owned by BCP VII, 322,512 are directly owned by BFF VII and 427,433 are directly owned by BFF VII-B. BCMC V is the general partner of BCP V, BFF V, BFF V-A and BFF V-B, and BCMC VII is the general partner of BCP VII, BFF VII and BFF VII-B. Harvey, a member of BCMC V and BCMC VII, may be deemed to have shared power to vote these shares. | |
| 7 | SOLE DISPOSITIVE POWER 0 shares | |
| 8 | SHARED DISPOSITIVE POWER 7,307,832 shares, of which 2,793,941 are directly owned by BCP V, 342,366 are directly owned by BFF V, 65,550 are directly owned by BFF V-A, 51,580 are directly owned by BFF V-B, 400,479 are held in nominee form for the benefit of persons associated with BCMC V, 2,903,971 are directly owned by BCP VII, 322,512 are directly owned by BFF VII and 427,433 are directly owned by BFF VII-B. BCMC V is the general partner of BCP V, BFF V, BFF V-A and BFF V-B, and BCMC VII is the general partner of BCP VII, BFF VII and BFF VII-B. Harvey, a member of BCMC V and BCMC VII, may be deemed to have shared power to dispose of these shares. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,307,832 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 18.3% |
| 12 | TYPE OF REPORTING PERSON IN |
CUSIP NO. 320551104 | 13 G | Page 17 of 24 |
| 1 | NAME OF REPORTING PERSON Robert C. Kagle |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen |
NUMBER OF
|
5 | SOLE VOTING POWER 0 shares |
| 6 | SHARED VOTING POWER 3,653,916 shares, of which 2,793,941 are directly owned by BCP V, 342,366 are directly owned by BFF V, 65,550 are directly owned by BFF V-A, 51,580 are directly owned by BFF V-B and 400,479 are held in nominee form for the benefit of persons associated with BCMC V. BCMC V is the general partner of BCP V, BFF V, BFF V-A and BFF V-B, and Kagle, a member of BCMC V, may be deemed to have shared power to vote these shares. | |
| 7 | SOLE DISPOSITIVE POWER 0 shares | |
| 8 | SHARED DISPOSITIVE POWER 3,653,916 shares, of which 2,793,941 are directly owned by BCP V, 342,366 are directly owned by BFF V, 65,550 are directly owned by BFF V-A, 51,580 are directly owned by BFF V-B and 400,479 are held in nominee form for the benefit of persons associated with BCMC V. BCMC V is the general partner of BCP V, BFF V, BFF V-A and BFF V-B, and Kagle, a member of BCMC V, may be deemed to have shared power to dispose of these shares. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,653,916 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.1% |
| 12 | TYPE OF REPORTING PERSON IN |
CUSIP NO. 320551104 | 13 G | Page 18 of 24 |
| 1 | NAME OF REPORTING PERSON Mitchell H. Lasky |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen |
NUMBER OF
|
5 | SOLE VOTING POWER 0 shares |
| 6 | SHARED VOTING POWER 7,307,832 shares, of which 2,793,941 are directly owned by BCP V, 342,366 are directly owned by BFF V, 65,550 are directly owned by BFF V-A, 51,580 are directly owned by BFF V-B, 400,479 are held in nominee form for the benefit of persons associated with BCMC V, 2,903,971 are directly owned by BCP VII, 322,512 are directly owned by BFF VII and 427,433 are directly owned by BFF VII-B. BCMC V is the general partner of BCP V, BFF V, BFF V-A and BFF V-B, and BCMC VII is the general partner of BCP VII, BFF VII and BFF VII-B. Lasky, a member of BCMC V and BCMC VII, may be deemed to have shared power to vote these shares. | |
| 7 | SOLE DISPOSITIVE POWER 0 shares | |
| 8 | SHARED DISPOSITIVE POWER 7,307,832 shares, of which 2,793,941 are directly owned by BCP V, 342,366 are directly owned by BFF V, 65,550 are directly owned by BFF V-A, 51,580 are directly owned by BFF V-B, 400,479 are held in nominee form for the benefit of persons associated with BCMC V, 2,903,971 are directly owned by BCP VII, 322,512 are directly owned by BFF VII and 427,433 are directly owned by BFF VII-B. BCMC V is the general partner of BCP V, BFF V, BFF V-A and BFF V-B, and BCMC VII is the general partner of BCP VII, BFF VII and BFF VII-B. Lasky, a member of BCMC V and BCMC VII, may be deemed to have shared power to dispose of these shares. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,307,832 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 18.3% |
| 12 | TYPE OF REPORTING PERSON IN |
CUSIP NO. 320551104 | 13 G | Page 19 of 24 |
| ITEM 1(A). | NAME OF ISSUER |
1stdibs.com, Inc.
| ITEM 1(B). | ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES |
51 Astor Place, 3rd Flor
New York, NY 10003
| ITEM 2(A). | NAME OF PERSONS FILING This Statement is filed by BCP V, BFF V, BFF V-A, BFF V-B, BCMC V, BCP VII, BFF VII, BFF VII-B, BCMC VII and Balkanski, Cohler, Dunlevie, Fenton, Gurley, Harvey, Kagle and Lasky. The foregoing entities and individuals are collectively referred to as the “Reporting Persons.” |
BCMC V, the general partner of BCP V, BFF V, BFF V-A and BFF V-B, may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by BCP V, BFF V, BFF V-A and BFF V-B.
BCMC VII, the general partner of BCP VII, BFF VII and BFF VII-B, may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by BCP VII, BFF VII and BFF VII-B.
Balkanski, Dunlevie, Fenton, Gurley, Harvey, Kagle and Lasky are members of BCMC V and may be deemed to have shared power to vote and shared power to dispose of shares of the issuer directly owned by BCP V, BFF V, BFF V-A and BFF V-B.
Cohler, Dunlevie, Fenton, Gurley, Harvey and Lasky are members of BCMC VII and may be deemed to have shared power to vote and shared power to dispose of shares of the issuer directly owned by BCP VII, BFF VII and BFF VII-B.
| ITEM 2(B). | ADDRESS OF PRINCIPAL BUSINESS OFFICE |
The address for each reporting person is:
Benchmark
2965 Woodside Road
Woodside, California 94062
| ITEM 2(C). | CITIZENSHIP |
BCP V, BFF V, BFF V-A, BFF V-B, BCP VII, BFF VII and BFF VII-B are Delaware limited partnerships. BCMC V and BCMC VII are Delaware limited liability companies. Balkanski, Cohler, Dunlevie, Fenton, Gurley, Harvey, Kagle and Lasky are United States Citizens.
| ITEM 2(D) and (E). | TITLE OF CLASS OF SECURITIES AND CUSIP NUMBER |
Common Stock
CUSIP # 320551104
| ITEM 3. | Not Applicable. |
| ITEM 4. | OWNERSHIP Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. |
CUSIP NO. 320551104 | 13 G | Page 20 of 24 |
The following information with respect to the ownership of the Common Stock of the issuer by the persons filing this Statement is provided as of December 31, 2023 (based on 39,981,248 shares of Common Stock of the issuer outstanding as of October 27, 2023 as reported by the issuer on Form 10-Q for the period ended September 30, 2023 and filed with the Securities and Exchange Commission on November 9, 2023).
| (a) | Amount beneficially owned: | |
| See Row 9 of cover page for each Reporting Person. | ||
| (b) | Percent of Class: | |
| See Row 11 of cover page for each Reporting Person. | ||
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: | |
| See Row 5 of cover page for each Reporting Person. | ||
| (ii) | Shared power to vote or to direct the vote: | |
| See Row 6 of cover page for each Reporting Person. | ||
| (iii) | Sole power to dispose or to direct the disposition of: | |
| See Row 7 of cover page for each Reporting Person. |
| (iv) | Shared power to dispose or to direct the disposition of:
See Row 8 of cover page for each Reporting Person. |
| ITEM 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS |
Not applicable.
| ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON |
Under certain circumstances set forth in the limited partnership agreements of BCP V, BFF V, BFF V-A, BFF V-B, BCP VII, BFF VII and BFF VII-B and the limited liability company agreements of BCMC V and BCMC VII, the general and limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the issuer owned by each such entity of which they are a partner or member, as the case may be.
| ITEM 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY |
Not applicable.
| ITEM 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP |
Not applicable.
| ITEM 9. | NOTICE OF DISSOLUTION OF GROUP |
Not applicable.
CUSIP NO. 320551104 | 13 G | Page 21 of 24 |
| ITEM 10. | CERTIFICATION |
Not applicable.
CUSIP NO. 320551104 | 13 G | Page 22 of 24 |
SIGNATURES
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.
Date: February [_], 2024
| BENCHMARK CAPITAL PARTNERS V, L.P., a Delaware Limited Partnership | ||
| BENCHMARK FOUNDERS’ FUND V, L.P., a Delaware Limited Partnership | ||
| BENCHMARK FOUNDERS’ FUND V-A, L.P., a Delaware Limited Partnership | ||
| BENCHMARK FOUNDERS’ FUND V-B, L.P., a Delaware Limited Partnership | ||
| BENCHMARK CAPITAL MANAGEMENT CO. V, L.L.C., a Delaware Limited Liability Company | ||
| By: | /s/ An-Yen Hu | |
| An-Yen Hu, by power of attorney | ||
| BENCHMARK CAPITAL PARTNERS VII, L.P., a Delaware Limited Partnership | ||
| BENCHMARK FOUNDERS’ FUND VII, L.P., a Delaware Limited Partnership | ||
| BENCHMARK FOUNDERS’ FUND VII-B, L.P., a Delaware Limited Partnership | ||
| BENCHMARK CAPITAL MANAGEMENT CO. VII, L.L.C., a Delaware Limited Liability Company | ||
| By: | /s/ An-Yen Hu | |
| An-Yen Hu, by power of attorney | ||
| ALEXANDRE BALKANSKI | ||
| MATTHEW R. COHLER | ||
| BRUCE W. DUNLEVIE | ||
| PETER FENTON | ||
| J. WILLIAM GURLEY | ||
| KEVIN R. HARVEY | ||
| ROBERT C. KAGLE | ||
| MITCHELL H. LASKY | ||
| By: | /s/ An-Yen Hu | |
| An-Yen Hu | ||
| Attorney-in-Fact* | ||
*Signed pursuant to a Power of Attorney already on file with the appropriate agencies.
CUSIP NO. 320551104 | 13 G | Page 23 of 24 |
EXHIBIT INDEX
| Exhibit | Found
on Sequentially Numbered Page |
| Exhibit A: Agreement of Joint Filing | 24 |
CUSIP NO. 320551104 | 13 G | Page 24 of 24 |
Agreement of Joint Filing
The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the common stock of 1stdibs.com,Inc. shall be filed on behalf of each of the undersigned. Note that copies of the applicable Agreement of Joint Filings are already on file with the appropriate agencies.