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* BAIN CAPITAL VENTURE INVESTORS, LLC (Last) (First) (Middle) 200 CLARENDON STREET (Street) BOSTON MA 02116 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/12/2021	3. Issuer Name and Ticker or Trading Symbol AvidXchange Holdings, Inc. [ AVDX ]
		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 E Preferred Stock	(1)	(1)	Common Stock	23,383,240	(1)	I	See footnotes(2)(3)(4)(5)(6)(7)

1. Name and Address of Reporting Person* BAIN CAPITAL VENTURE INVESTORS, LLC (Last) (First) (Middle) 200 CLARENDON STREET (Street) BOSTON MA 02116 (City) (State) (Zip)

1. Name and Address of Reporting Person* BAIN CAPITAL VENTURE COINVESTMENT FUND, L.P. (Last) (First) (Middle) 200 CLARENDON STREET (Street) BOSTON MA 02116 (City) (State) (Zip)

1. Name and Address of Reporting Person* Bain Capital Venture Coinvestment Partners, L.P. (Last) (First) (Middle) 200 CLARENDON STREET (Street) BOSTON MA 02116 (City) (State) (Zip)

1. Name and Address of Reporting Person* BAIN CAPITAL VENTURE FUND 2014, L.P. (Last) (First) (Middle) 200 CLARENDON STREET (Street) BOSTON MA 02116 (City) (State) (Zip)

1. Name and Address of Reporting Person* Bain Capital Venture Partners 2014, L.P. (Last) (First) (Middle) 200 CLARENDON STREET (Street) BOSTON MA 02116 (City) (State) (Zip)

1. Name and Address of Reporting Person* BCV AX Investors, L.P. (Last) (First) (Middle) 200 CLARENDON STREET (Street) BOSTON MA 02116 (City) (State) (Zip)

1. Name and Address of Reporting Person* BCIP Venture Associates (Last) (First) (Middle) 200 CLARENDON STREET (Street) BOSTON MA 02116 (City) (State) (Zip)

1. Name and Address of Reporting Person* BCIP VENTURE ASSOCIATES-B (Last) (First) (Middle) 200 CLARENDON STREET (Street) BOSTON MA 02116 (City) (State) (Zip)

1. Name and Address of Reporting Person* Salem Enrique T (Last) (First) (Middle) C/O BAIN CAPITAL VENTURE INVESTORS, 200 CLARENDON STREET (Street) BOSTON MA 02116 (City) (State) (Zip)

1. Name and Address of Reporting Person* Agarwal Ajay (Last) (First) (Middle) C/O BAIN CAPITAL VENTURE INVESTORS 200 CLARENDON STREET (Street) BOSTON MA 02116 (City) (State) (Zip)

Explanation of Responses:

1. Each share of Series E Preferred Stock is convertible into four shares of Common Stock at the holder's election and will automatically convert immediately prior to the closing of the Issuer's initial public offering. These shares have no expiration date.

2. Bain Capital Venture Investors, LLC ("BCVI") is the general partner of Bain Capital Venture Partners 2014, L.P. ("BCV Partners 2014"), which is the general partner of Bain Capital Venture Fund 2014, L.P. ("BCV Fund 2014"). As a result, BCV Partners 2014 may be deemed to share voting and dispositive power with respect to the securities held by BCV Fund 2014. BCV Partners 2014 disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. BCV Fund 2014 holds 1,807,597 shares of Series E Preferred Stock.

3. BCVI is the general partner of Bain Capital Venture Coinvestment Partners, L.P. ("BCV Coinvest Partners"), which is the general partner of Bain Capital Venture Coinvestment Fund, L.P. ("BCV Coinvest Fund"). As a result, BCV Coinvest Partners may be deemed to share voting and dispositive power with respect to the securities held by BCV Coinvest Fund. BCV Coinvest Partners disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. BCV Coinvest Fund holds 2,437,790 shares of Series E Preferred Stock.

4. BCV AX Investors, L.P. ("BCV AX"), whose general partner is BCVI, holds 1,113,487 shares of Series E Preferred Stock.

5. BCIP Venture Associates ("BCIP Venture"), whose managing partner is Boylston Coinvestors, LLC ("Boylston"), holds 460,899 shares of Series E Preferred Stock.

6. BCIP Venture Associates-B ("BCIP Venture-B" and, together with BCV Fund 2014, BCV Coinvest Fund, BCV AX and BCIP Venture, the "Bain Capital Venture Entities"), whose managing partner is Boylston, holds 26,037 shares of Series E Preferred Stock.

7. The governance, investment strategy and decision-making process with respect to the investments held by the Bain Capital Venture Entities is directed by the Executive Committee of BCVI, which consists of Enrique Salem and Ajay Agarwal. As a result, BCVI and Messrs. Salem and Agarwal may be deemed to share voting and dispositive power with respect to the securities held by the Bain Capital Venture Entities. BCVI and Messrs. Salem and Agarwal disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.

Remarks:

	Bain Capital Venture Investors, LLC, By: /s/ Matthew C. Harris, Title: Managing Director	10/12/2021
	Bain Capital Venture Fund 2014, L.P., By: Bain Capital Venture Partners 2014, L.P., its general partner, By: Bain Capital Venture Investors, LLC, its general partner, By: /s/ Matthew C. Harris, Title: Managing Director	10/12/2021
	Bain Capital Venture Partners 2014, L.P., By: Bain Capital Venture Investors, LLC, its general partner, By: /s/ Matthew C. Harris, Title: Managing Director	10/12/2021
	Bain Capital Venture Coinvestment Fund, L.P., By: Bain Capital Venture Coinvestment Partners, L.P., its general partner, By: Bain Capital Venture Investors, LLC, its general partner, By: /s/ Matthew C. Harris, Title: Managing Director	10/12/2021
	Bain Capital Venture Coinvestment Partners, L.P., By: Bain Capital Venture Investors, LLC, its general partner, By: /s/ Matthew C. Harris, Title: Managing Director	10/12/2021
	BCV AX Investors, L.P., By: Bain Capital Venture Investors, LLC, its general partner, By: /s/ Matthew C. Harris, Title: Managing Director	10/12/2021
	BCIP Venture Associates, By: Boylston Coinvestors, LLC, its managing partner, By: /s/ Matthew C. Harris, Title: Authorized Signatory	10/12/2021
	BCIP Venture Associates-B, By: Boylston Coinvestors, LLC, its managing partner, By: /s/ Matthew C. Harris, Title: Authorized Signatory	10/12/2021
	/s/ Enrique T. Salem	10/12/2021
	/s/ Ajay Agarwal	10/12/2021
	** 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).
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