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Correspondence

 JAMES D. EVANS

 November 20, 2019

EMAIL JEVANS@FENWICK.COM

DIRECT DIAL (206) 389-4559

CERTAIN PORTIONS OF THIS LETTER AS FILED VIA EDGAR HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE OMITTED PORTIONS, WHICH HAVE BEEN REPLACED WITH THE FOLLOWING PLACEHOLDER: “[***].” THE OMITTED PORTIONS HAVE BEEN BRACKETED IN THIS UNREDACTED COPY OF THE LETTER FOR
EASE OF IDENTIFICATION.

 VIA EDGAR AND OVERNIGHT DELIVERY

U.S. Securities and Exchange Commission

 Division of Corporation Finance

100 F Street, NE

 Washington, DC 20549

Attention:

 Kathleen Krebs, Special Counsel

 Jeff Kauten, Staff
Attorney

Christine Dietz, Senior Staff Accountant

Eiko Yaoita Pyles, Staff Accountant

Re:

 Bill.com Holdings, Inc.

 Registration Statement on Form S-1

 File No. 333-234740

 Ladies and Gentlemen:

 On behalf of
Bill.com Holdings, Inc. (the “Company”), and in connection with the above-referenced Registration Statement on Form S-1 originally confidentially submitted by the Company with the
Securities and Exchange Commission (the “Commission”) on September 6, 2019 (in the form initially filed with the Commission on November 15, 2019, the “Registration Statement”), we submit this
letter to the staff of the Commission (the “Staff”) in order to provide certain supplemental information to enable the Staff to complete its review of the Company’s equity awards pricing and fair value determinations.
For the convenience of the Staff, we are providing to the Staff by overnight delivery copies of this letter.

 Confidential Treatment Request

Because of the commercially sensitive nature of information contained herein, this submission is accompanied by the Company’s request for
confidential treatment of selected portions of this letter pursuant to Rule 83 of the Commission’s Rules on Information and Requests, 17 C.F.R. § 200.83 and the Freedom of Information Act.

 CONFIDENTIAL TREATMENT
REQUESTED BY BILL.COM HOLDINGS, INC.

  BILL.COM -
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 Securities and Exchange Commission

Division of Corporation Finance

 November 20, 2019

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 2

 Preliminary IPO Price Range

We advise the Staff that the Company currently anticipates that it will include a price range in its preliminary prospectus for the proposed offering
that will be between $[***] and $[***] per share (the “Preliminary Price Range”). The Preliminary Price Range and all of the share and per share numbers in this supplemental letter reflect a 2-to-1 reverse stock split that the Company intends to effect in connection with the Offering, which will be reflected in the filing of a pre-effective amendment to the
Registration Statement prior to the distribution of any preliminary prospectus.

 The Preliminary Price Range has been determined based, in part,
upon current market conditions and the formal input received from the lead underwriters on the proposed initial public offering (the “Offering”), including discussions that took place on November 14, 2019 among the
Company’s Board of Directors (the “Board”) and senior management of the Company. Prior to November 14, 2019, the senior management of the Company had not together held formal discussions with the underwriters
regarding a price range for the Offering. Additionally, on November 20, 2019, the senior management of the Company held preliminary and informal discussions with the lead underwriters regarding a potential price range for the Offering. The
Preliminary Price Range does not take into account the current lack of liquidity for the Company’s common stock (“Common Stock”) and assumes a successful Offering in [***] with no weighting attributed to any other
outcome for the Company’s business, such as remaining a privately held company or being sold to a third party.

 The Company also notes that it
will set forth a bona fide offering price range in a pre-effective amendment to the Registration Statement (the “Bona Fide Price Range”) prior to the distribution of any preliminary
prospectus, but the parameters of the Bona Fide Price Range will be subject to then-current market conditions, continuing discussions with the underwriters, as well as further business and market developments affecting the Company. The spread within
the Bona Fide Price Range will be no more than 20%. The Company expects to include the Bona Fide Price Range in an amendment to the Registration Statement that would shortly precede the commencement of the Company’s public marketing process,
which it anticipates could commence as soon as [***], 2019.

 Fair Value Determinations

Given the absence of an active market for the Common Stock, the Board was required to estimate the fair value of the Common Stock at the time of each
equity-based award based upon several factors, including the Board’s consideration of input from management and contemporaneous third-party valuations.

We supplementally advise the Staff that, as described on pages 91 through 92 of the Registration Statement, the Board has considered a variety of
factors in determining the fair value of the Common Stock for purposes of granting stock options to date. In valuing the Common Stock, the Board determined the enterprise value of the Company using valuation methods it deemed appropriate under the
circumstances applicable at the valuation date, including combinations of income and market approaches with input from management. The income approach used by the Company estimates the fair value based on the expectation of future cash flows that a
company will generate. These future cash flows are discounted to their present values using an appropriate discount rate to reflect the risks inherent in the Company achieving these

 CONFIDENTIAL TREATMENT
REQUESTED BY BILL.COM HOLDINGS, INC.

  BILL.COM -
 2

 Securities and Exchange Commission

Division of Corporation Finance

 November 20, 2019

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estimated cash flows. The market approach used by the Company estimates fair value based on a comparison of the Company to comparable public companies in a similar line of business. The guideline
public companies method estimates value by applying a representative revenue multiple from a peer group of companies in similar lines of business to the Company’s forecasted revenue. The Company’s peer group of companies was selected based
on operational and economic similarities to the Company and factors considered included, but were not limited to, industry, business model, growth rates, customer base, capitalization, size, profitability and stage of development. From time to time,
the Company has updated the set of comparable companies as new or more relevant information became available. This approach involves the identification of relevant companies, and determining relevant multiples to apply to the Company’s revenue.

 Once an enterprise value was determined, the Company used one or a hybrid of the following methods to allocate such value to each of its classes of
stock: (1) the option pricing method (“OPM”) or (2) a probability weighted expected return method (“PWERM”). The OPM treats common stock and preferred stock as call options on a business,
with exercise prices based on the liquidation preferences, participation rights and exercise prices of the equity instruments. The common stock only has value if the funds available for distribution to the holders of common stock exceed the value of
the liquidation preference of the preferred stock at the time of a liquidity event, such as a merger, sale, or initial public offering (“IPO”), assuming the business has funds available to make a liquidation preference
meaningful and collectible by stockholders. The common stock is modeled as a call option with a claim on the business at an exercise price equal to the remaining value immediately after the preferred stock is liquidated. The OPM uses the
Black-Scholes option pricing model to price the call option. The estimated per share value of the common stock derived from the OPM may then be discounted by a non-marketability factor due to the fact that
stockholders of private companies do not have access to trading markets similar to those enjoyed by stockholders of public companies, which impacts liquidity. The discount for marketability is determined using a protective put option model, in which
a put option is used as a proxy for measuring discounts for lack of marketability of securities.

 Under PWERM, the value of a company’s common
stock is estimated based upon an analysis of future values for the entire enterprise assuming various outcomes. For each of the various scenarios, the rights and preferences for each stockholder class are considered to allocate the enterprise value
to common shares. The common stock value is then multiplied by a discount factor reflecting the calculated discount rate and the timing of the event. The resulting common stock value is then multiplied by an estimated probability for each scenario.
The probability and timing of each scenario are based on discussions between the Board and management. The estimated per share value of the common stock derived from the PWERM may then be discounted by a
non-marketability factor to account for a lack of access to an active public market.

 In determining the
fair value of the Common Stock, the Company also considered any private or secondary transactions involving the Company’s capital stock as well as tender offers. In the Company’s evaluation of those transactions, the Company considered the
facts and circumstances of each transaction to determine the extent to which they represented a fair value exchange. Factors considered include transaction volume, timing, whether the transactions occurred among willing and unrelated parties, and
whether the transactions involved investors with access to the Company’s financial information.

 CONFIDENTIAL TREATMENT
REQUESTED BY BILL.COM HOLDINGS, INC.

  BILL.COM -
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 Securities and Exchange Commission

Division of Corporation Finance

 November 20, 2019

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 A summary of the Company’s stock option grants and the associated valuations for the period
starting January 1, 2019 through the date of this letter are below, on a post-split basis:

 Grant date

Number
of common shares
underlying options
granted

Exercise
price per
common
share

Estimated
fair value
per share of
common
stock

Valuation report date

 February 13, 2019

2,787,778

$
8.76

$
8.76

December 31, 2018

 May 15, 2019

1,277,918

$
11.20

$
11.20

March 31, 2019

 July 22, 2019

965,993

$
13.40

$
13.40

June 30, 2019

 August 6, 2019

575,747

$
13.40

$
13.40

June 30, 2019

 October 22, 2019

652,750

$
15.62

$
15.62

September 6, 2019

 November 13, 2019

309,500

$
17.64

$
17.64

October 25, 2019

 No single event caused the valuation of the Common Stock to fluctuate, but instead the valuation has steadily risen over
time as the Company has grown. For example, total revenue grew from $64.9 million for the fiscal year ended June 30, 2018 to $108.4 million for the fiscal year ended June 30, 2019, representing period-over-period total revenue
growth of 67%, and total revenue grew from $22.4 million for the three months ended September 30, 2018 to $35.2 million for the three months ended September 30, 2019, representing period-over-period total revenue growth of 57%.
The Company expects to continue to grow its business in future periods.

 The assessments of the estimated fair value of the Company’s common
stock were made by the board of directors, with assistance from management, for grants between the dates of the valuations and were based, in part, by taking into account several factors, including the following:

•

 contemporaneous valuations of the Company’s common stock performed by independent third-party appraisers;

•

 the Company’s actual operating results and financial performance;

•

 conditions in the industry and economy in general;

•

 the rights, preferences and privileges of the Company’s redeemable convertible preferred stock relative to those of
our common stock;

•

 the likelihood of achieving a liquidity event for the holders of the Company’s common stock, such as an initial public
offering or a sale of the Company, given prevailing market conditions;

•

 equity market conditions affecting comparable public companies and the market performance of comparable publicly traded
companies;

•

 the U.S. and global capital market conditions; and,

•

 the lack of marketability of the Company’s common stock and the results of independent third-party valuations.

 The dates of the valuations were not contemporaneous with the grant dates of the Company’s equity awards. Therefore, the
Company considered the amount of time between the valuation date and the grant date to determine whether to use the latest common stock valuation for the purposes of determining the estimated fair value of its common stock for financial reporting
purposes. For grants made between the

 CONFIDENTIAL TREATMENT
REQUESTED BY BILL.COM HOLDINGS, INC.

  BILL.COM -
 4

 Securities and Exchange Commission

Division of Corporation Finance

 November 20, 2019

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 5

dates of the valuations, when the board of directors determined that there had not been any significant changes in the equity value of the Company, it used the fair value of the common stock as
of the date of the most current valuation report, taking into consideration the factors noted above.

 Summary of Method Used by Valuation Date

The Company used the PWERM valuation and allocation methods for each of its valuation reports on or after December 31, 2018, as the Company had
anticipated commencement of an IPO process which led to the engagement of investment bankers on June 26, 2019 and an organizational meeting, which is typically considered the kick-off point for an IPO
filing, held on July 24, 2019. The PWERM resulted in an indication of value on a marketable basis (i.e., as if the common stock of the Company was of similar marketability as publicly traded securities).

After the aggregate enterprise value was determined and allocated to the various classes of stock, a Discount for Lack of Marketability
(“DLOM”) was applied to the estimated fair value of the Company’s common stock. DLOM is applied based on the premise that a private company valuation analysis relies on data from publicly traded companies, which are
marketable, and the common stock of a private company is not. In determining a DLOM, consideration was given to the financial performance and nature of the Company and its early-stage nature, sale/transfer restrictions associated with the common
stock, the relative lack of voting power associated with the common stock in comparison to the preferred stock, and the inability to influence decisions regarding the Company, the Company’s dividend policy, and the significant holding period
associated with the common stock, among other factors.

 Summary of Valuations

December 31, 2018 Valuation

 As of December 31,
2018, the board of directors determined the estimated fair value of the common stock to be $8.76 per share based primarily on the valuation report that was obtained as of that date.

The Company utilized a PWERM which incorporated aspects of the income approach and the market approach. The overall model incorporated two outcomes (IPO
and remain private scenarios). The equity value in the IPO scenario was estimated based on indications of recently priced technology related IPOs. The IPO scenario estimated a 25% probability of an IPO occurring in June 2020 and an equity value of
$1.1 billion. The Company applied a DLOM of 20% and the probability-weighted value of the common stock was determined to be $3.36 per share.

In the remain private scenario, the equity value was derived from an OPM back-solve performed on the Series H redeemable convertible preferred stock
financing that had closings in