SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
Cohler Matt

(Last) (First) (Middle)
C/O BENCHMARK
2965 WOODSIDE ROAD

(Street)
WOODSIDE CA 94062

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
06/09/2021
3. Issuer Name and Ticker or Trading Symbol
1stdibs.com, Inc. [ DIBS ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Preferred Stock (1) (1) Common Stock 3,610,333 (1) I See footnotes(2)(3)
Series B Preferred Stock (4) (4) Common Stock 43,583 (4) I See footnotes(2)(5)
Explanation of Responses:
1. 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.
2. 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.
3. Consists of 3,610,333 shares held of record by BCP VII.
4. 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.
5. 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
By: /s/ An-Yen Hu, by power of attorney for Matthew R. Cohler 06/09/2021
** 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 5 (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).
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