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SEC FORM 3 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).
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.
                                   BENCHMARK

                               POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS, that each entity listed on Schedule A attached
hereto (each a "Granting Entity," and collectively the "Granting Entities") and
each person listed on Schedule B attached hereto (each, a "Granting Equity
Holder" and collectively, the "Granting Equity Holders"), hereby constitutes and
appoints AN-YEN E. HU its true and lawful attorney-in-fact (the "Attorney-in-
Fact") to act for and on behalf of such person in its own capacity and in its
capacity as a manager, member, general partner or similar control person
("Control Person") of any other Granting Entity to:

  a. execute contracts, agreements, instruments, certificates and documents
     that arise in the ordinary course of business on behalf of such person in
     its own capacity and in its capacity as a Control Person in accordance with
     and subject to the provisions of the relevant governing documents of such
     person and applicable law, including, but not limited to, stock powers,
     stock purchase agreements, voting agreements, co-sale agreements, investor
     rights agreements, management rights agreements, proxies, ballots,
     indemnification agreements, waivers, stockholder written consents or
     amendments or modifications to any of the foregoing, and documents related
     to opening and maintaining bank and brokerage accounts;

  b. execute, individually or jointly with any other reporting persons, any
     and all reports, notices, communications and other documents (including,
     but not limited to, reports or filings on Form ADV, Form D, Schedule 13D,
     Schedule 13G, Form 13-F, Form 13H, Form 3, Form 4, Form 5 and any
     applicable  registration statements) that such Granting Entity or Granting
     Equity Holder may be required to file with any foreign or domestic
     regulatory authority, including, but not limited to, the United States
     Securities and Exchange Commission pursuant to the Securities Act of 1933,
     the Securities Exchange Act of 1934, the Investment Company Act of 1940 or
     the Investment Advisers Act of 1940, each as amended and with the
     implementing rules and regulations thereto (collectively, the "Reports")
     with respect to such person's (i) status as an officer, member or director
     of, or (ii) ownership of, or transactions in, securities of, any entity
     whose securities are beneficially owned (directly or indirectly) by such
     person;

 c.  do and perform any and all acts for and on behalf of such Granting
     Entity or Granting Equity Holder that may be necessary or desirable to
     complete and execute any such Reports and timely file such forms, reports,
     notices and schedules with the United States Securities and Exchange
     Commission and any stock exchange or other domestic or foreign authority;
     and

 d.  take any other action of any type whatsoever in connection with the
     foregoing which, in the opinion of such attorney-in-fact, may be of benefit
     to, in the best interest of, or legally required by, such Granting Entity
     or Granting Equity Holder, it being understood that the documents executed
     by such attorney-in-fact on behalf of such person, pursuant to this Power
     of Attorney, shall be in such form and shall contain such terms and
     conditions as such attorney-in-fact may approve in his discretion.

     Each Granting Entity and Granting Equity Holder hereby grants to such
attorney-in-fact full power and authority to do and perform all and every act
and thing whatsoever requisite, necessary, and proper to be done in the exercise
of any of the rights and powers herein granted, as fully to all intents and
purposes as such person might or could do if personally present, with full power
of revocation, hereby ratifying and confirming all that such attorney-in-fact,
or his substitute or substitutes, shall lawfully do or cause to be done by
virtue of this Power of Attorney and the rights and powers herein granted.  Each
Granting Entity and Granting Equity Holder acknowledges that no such attorney-
in-fact, in serving in such capacity at the request of such person, is hereby
assuming, nor is any other Granting Entity or Granting Equity Holder hereby
assuming, any of such person's responsibilities to comply with Section 16 or
Section 13 of the Securities Exchange Act of 1934 or otherwise.

     One or more additional Granting Entities or Granting Equity Holders may
become a party to this Power of Attorney after the date hereof without the
consent of any of the other parties hereto by executing a counterpart to this
Power of Attorney.  Schedule A and Schedule B shall be amended from time to time
by the attorney-in-fact to reflect the addition or removal of any Granting
Entity or Granting Equity Holder.

     This Power of Attorney shall remain in full force and effect with respect
to a Granting Entity or a Granting Equity Holder until the delivery by such
Granting Entity or Granting Equity Holder to the Attorney-in-Fact at his last
known business address of a written revocation, in whole or in part, of this
Power of Attorney.



                         [Remainder of page left blank]



IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed effective as of July 13, 2020.

              GRANTING ENTITIES


    BENCHMARK CAPITAL MANAGEMENT CO. V, L.L.C.

    By:   /s/ Steven M. Spurlock
          ------------------------------
    Name: Steven M. Spurlock
    Title: Managing Member

    BENCHMARK CAPITAL MANAGEMENT CO. VII, L.L.C.

    By:   /s/ Steven M. Spurlock
          ------------------------------
    Name: Steven M. Spurlock
    Title: Managing Member

BENCHMARK CAPITAL PARTNERS V, L.P.
   By: Benchmark Capital Management Co. V, L.L.C.,
its general partner

    By:   /s/ Steven M. Spurlock
          ------------------------------
    Name: Steven M. Spurlock
    Title: Managing Member

    BENCHMARK FOUNDERS' FUND V, L.P.
    By: Benchmark Capital Management Co. V, L.L.C.,
its general partner

    By:   /s/ Steven M. Spurlock
          ------------------------------
    Name: Steven M. Spurlock
    Title: Managing Member

BENCHMARK FOUNDERS' FUND V-A, L.P.
    By: Benchmark Capital Management Co. V, L.L.C.,
its general partner

    By:   /s/ Steven M. Spurlock
          ------------------------------
    Name: Steven M. Spurlock
    Title: Managing Member

BENCHMARK FOUNDERS' FUND V-B, L.P.
    By: Benchmark Capital Management Co. V, L.L.C.,
its general partner

    By:   /s/ Steven M. Spurlock
          ------------------------------
    Name: Steven M. Spurlock
    Title: Managing Member

BENCHMARK CAPITAL PARTNERS VII, L.P.
    By: Benchmark Capital Management Co. VII, L.L.C.,
its general partner

    By:   /s/ Steven M. Spurlock
    Name: Steven M. Spurlock
    Title: Managing Member

    BENCHMARK FOUNDERS' FUND VII, L.P.
    By: Benchmark Capital Management Co. VII, L.L.C.,
its general partner

    By:   /s/ Steven M. Spurlock
          -----------------------------
    Name: Steven M. Spurlock
    Title: Managing Member

BENCHMARK FOUNDERS' FUND VII-B, L.P.
    By: Benchmark Capital Management Co. VII, L.L.C.,
its general partner

    By:   /s/ Steven M. Spurlock
          ------------------------------
    Name: Steven M. Spurlock
    Title: Managing Member


                            GRANTING EQUITY HOLDERS

                                   By:  /s/ Alexandre Balkanski
                                      ---------------------------
                                         Alexandre Balkanski

                                  By:  /s/ Matthew R. Cohler
                                      ---------------------------
                                         Matthew R. Cohler

                                  By:  /s/ Bruce W. Dunlevie
                                      ---------------------------
                                         Bruce W. Dunlevie

                                  By:  /s/ Peter H. Fenton
                                      ---------------------------
                                         Peter H. Fenton

                                  By:  /s/ J. William Gurley
                                      ---------------------------
                                         J. William Gurley

                                  By:  /s/ Kevin R. Harvey
                                      ---------------------------
                                         Kevin R. Harvey

                                  By:  /s/ Robert C. Kagle
                                      ---------------------------
                                         Robert C. Kagle

                                  By:  /s/ Mitchell H. Lasky
                                      --------------------------
                                         Mitchell H. Lasky

                                  By:  /s/ Steven M. Spurlock
                                      ---------------------------
                                         Steven M. Spurlock



                              SCHEDULE A

                               GRANTING ENTITIES

BENCHMARK CAPITAL MANAGEMENT CO. V, L.L.C.

BENCHMARK CAPITAL MANAGEMENT CO. VII, L.L.C.

BENCHMARK CAPITAL PARTNERS V, L.P.

BENCHMARK FOUNDERS' FUND V, L.P.

BENCHMARK FOUNDERS' FUND V-A, L.P.

BENCHMARK FOUNDERS' FUND V-B, L.P.

BENCHMARK CAPITAL PARTNERS VII, L.P.

BENCHMARK FOUNDERS' FUND VII, L.P.

BENCHMARK FOUNDERS' FUND VII-B, L.P.



                                   SCHEDULE B

                            GRANTING EQUITY HOLDERS

Alexandre Balkanski
Matthew R. Cohler
Bruce W. Dunlevie
Peter H. Fenton
J. William Gurley
Kevin R. Harvey
Robert C. Kagle
Mitchell H. Lasky
Steven M. Spurlock