Matt Cohler - Jun 9, 2021 Form 3 Insider Report for 1stdibs.com, Inc. (DIBS)

Role
Director, 10%+ Owner
Signature
By: /s/ An-Yen Hu, by power of attorney for Matthew R. Cohler
Stock symbol
DIBS
Transactions as of
Jun 9, 2021
Transactions value $
$0
Form type
3
Date filed
6/9/2021, 06:39 PM
Previous filing
Jul 2, 2021
Next filing
Jun 16, 2021

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding DIBS Series A Preferred Stock Jun 9, 2021 Common Stock 3.61M See footnotes F1, F2, F3
holding DIBS Series B Preferred Stock Jun 9, 2021 Common Stock 43.6K See footnotes F2, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The Issuer's Series A Preferred Stock is convertible into Common Stock on a 1-for-1 basis and has no expiration date.Upon filing of the Issuer's Amended and Restated Certificate of Incorporation (the "Restated Certificate"), all shares of Series A Preferred Stock will be converted into shares of Common Stock of the Issuer.
F2 Shares are held directly by Benchmark Capital Partners VII, L.P. ("BCP VII") for itself and as nominee for Benchmark Founders' Fund VII, L.P. ("BFF VII") and Benchmark Founders' Fund VII-B, L.P. ("BFF VII-B"). Benchmark Capital Management Co. VII, L.L.C. ("BCMC VII"), the general partner for BCP VII, BFF VII and BFF VII-B may be deemed to have sole voting and dispositive power over the securities. Matthew R. Cohler, a member of the Issuer's board of directors, Bruce W. Dunlevie, Peter H. Fenton, J. William Gurley, Kevin R. Harvey, Mitchell H. Lasky and Steven M. Spurlock are the managing members of BCMC VII, and each of them may be deemed to share voting and dispositive power over the securities held by such entities. Each such person and entity disclaims the existence of a "group" and disclaims beneficial ownership of the securities, except to the extent of such person's or entity's pecuniary interest in such securities.
F3 Consists of 3,610,333 shares held of record by BCP VII.
F4 The Issuer's Series B Preferred Stock is convertible into Common Stock on a 1-for-1 basis and has no expiration date.Upon filing of the Restated Certificate, all shares of Series B Preferred Stock will be converted into shares of Common Stock of the Issuer.
F5 Consists of 43,583 shares held of record by BCP VII.

Remarks:

This report is one of three reports, each on a separate Form 3, but relating to the same holdings being filed by entities affiliated with Benchmark and their applicable members. The filing of this statement shall not be deemed an admission that Mr. Cohler is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any equity securities covered by this statement. Exhibit List: Exhibit 24 - Power of Attorney