Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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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(Print or Type Responses)

1. Name and Address of Reporting Person * Cota Germaine 2. Issuer Name and Ticker or Trading Symbol BILL Holdings, Inc. [BILL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) SVP, FINANCE & ACCOUNTING (Last) (First) (Middle) C/O BILL HOLDINGS, INC., 6220 AMERICA CENTER DR., SUITE 100 3. Date of Earliest Transaction (Month/Day/Year) 11/28/2024 (Street) SAN JOSE, CA 95002 4. If Amendment, Date 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 (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 11/28/2024 M 3,574 A (1) 8,922 D Common Stock 11/29/2024 F 1,280(2) D $90.22 7,642 D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)	6. Date Exercisable and Expiration Date (Month/Day/Year)	7. Title and Amount of Underlying Securities (Instr. 3 and 4)	8. Price of Derivative Security (Instr. 5)	9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit	(1)	11/28/2024		M			1,208	(3)	(3)	Common Stock	1,208	$ 0	6,040	D
Restricted Stock Unit	(1)	11/28/2024		M			454	(4)	(4)	Common Stock	454	$ 0	3,177	D
Restricted Stock Unit	(1)	11/28/2024		M			578	(5)	(5)	Common Stock	578	$ 0	1,734	D
Restricted Stock Unit	(1)	11/28/2024		M			261	(6)	(6)	Common Stock	261	$ 0	2,874	D
Restricted Stock Unit	(1)	11/28/2024		M			1,073	(7)	(7)	Common Stock	1,073	$ 0	16,116	D

Reporting Owners

Reporting Owner Name / Address	Relationships
Director	10% Owner	Officer	Other
Cota Germaine C/O BILL HOLDINGS, INC. 6220 AMERICA CENTER DR., SUITE 100 SAN JOSE, CA 95002			SVP, FINANCE & ACCOUNTING

Signatures

/s/ Rajesh Aji, Attorney-in-Fact	12/02/2024
**Signature of Reporting Person	Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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).
(1)	Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock.
(2)	Represents shares withheld to satisfy the tax withholding obligation in connection with the vesting of RSUs.
(3)	The RSUs vest as to 1/4th of the total shares on February 28, 2023, and thereafter 1/16th of the total shares vest quarterly over three years, subject to the continued service of the Reporting Person on each vesting date.
(4)	The RSUs will vest quarterly over four years with the first vesting date being November 28, 2022, subject to the continuing service of the Reporting Person on each vesting date.
(5)	The RSUs will vest quarterly over three years with the first vesting date being November 28, 2022, subject to the continuing service of the Reporting Person on each vesting date.
(6)	The RSUs vest in 16 equal quarterly installments over four years, beginning November 28, 2023, subject to the continuing service of the Reporting Person on each vesting date.
(7)	The RSUs vest in 16 equal quarterly installments over four years, beginning November 28, 2024, subject to the continuing service of the Reporting Person on each vesting date.

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