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*
SPURLOCK STEVEN M

(Last) (First) (Middle)
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)
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)
Form filed by One Reporting Person
X 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 7,220,666 (1) I See footnotes(2)(3)(4)
Series B Preferred Stock (5) (5) Common Stock 87,166 (5) I See footnotes(2)(3)(6)
1. Name and Address of Reporting Person*
SPURLOCK STEVEN M

(Last) (First) (Middle)
2965 WOODSIDE ROAD

(Street)
WOODSIDE CA 94062

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BALKANSKI ALEXANDRE

(Last) (First) (Middle)
2965 WOODSIDE ROAD

(Street)
WOODSIDE CA 94062

(City) (State) (Zip)
1. Name and Address of Reporting Person*
KAGLE ROBERT

(Last) (First) (Middle)
2965 WOODSIDE ROAD

(Street)
WOODSIDE CA 94062

(City) (State) (Zip)
1. Name and Address of Reporting Person*
DUNLEVIE BRUCE

(Last) (First) (Middle)
2965 WOODSIDE ROAD

(Street)
WOODSIDE CA 94062

(City) (State) (Zip)
1. Name and Address of Reporting Person*
FENTON PETER H

(Last) (First) (Middle)
2965 WOODSIDE ROAD

(Street)
WOODSIDE CA 94062

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GURLEY J WILLIAM

(Last) (First) (Middle)
2965 WOODSIDE ROAD

(Street)
WOODSIDE CA 94062

(City) (State) (Zip)
1. Name and Address of Reporting Person*
HARVEY KEVIN

(Last) (First) (Middle)
2965 WOODSIDE ROAD

(Street)
WOODSIDE CA 94062

(City) (State) (Zip)
1. Name and Address of Reporting Person*
LASKY MITCHELL

(Last) (First) (Middle)
2965 WOODSIDE ROAD

(Street)
WOODSIDE CA 94062

(City) (State) (Zip)
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. The shares are held directly by (i) Benchmark Capital Partners V, L.P. ("BCP V") for itself and as nominee for Benchmark Founders' Fund V, L.P. ("BFF V"), Benchmark Founders' Fund V-A, L.P. ("BFF V-A"), Benchmark Founders' Fund V-B, L.P. ("BFF V-B") and related individuals and (ii) 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. V, L.L.C. ("BCMC V"), the general partner of BCP V, BFF V, BFF V-A and BFF V-B, and 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.
3. (Continued from Footnote 2) Alexandre Balkanski, Robert C. Kagle, 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 V, and each of them may be deemed to share voting and dispositive power over the securities held by such entities. 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.
4. Consists of 3,610,333 shares held of record by BCP V and 3,610,333 shares held of record by BCP VII.
5. 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 Issuer's Restated Certificate, all shares of Series B Preferred Stock will be converted into shares of Common Stock of the Issuer.
6. Consists of 43,583 shares held of record by BCP V and 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. Exhibit List: Exhibit 24 - Power of Attorney
By: /s/ An-Yen Hu, by power of attorney for Steven M. Spurlock 06/09/2021
By: /s/ An-Yen Hu, by power of attorney for Alexandre Balkanski 06/09/2021
By: /s/ An-Yen Hu, by power of attorney for Robert C. Kagle 06/09/2021
By: /s/ An-Yen Hu, by power of attorney for Bruce W. Dunlevie 06/09/2021
By: /s/ An-Yen Hu, by power of attorney for Peter H. Fenton 06/09/2021
By: /s/ An-Yen Hu, by power of attorney for J. William Gurley 06/09/2021
By: /s/ An-Yen Hu, by power of attorney for Kevin R. Harvey 06/09/2021
By: /s/ An-Yen Hu, by power of attorney for Mitchell H. Lasky 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