Form: 4

Statement of changes in beneficial ownership of securities

December 15, 2022

SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP


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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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Bessemer Venture Partners IX L.P.
(Last) (First) (Middle)
C/O BESSEMER VENTURE PARTNERS
1865 PALMER AVE., SUITE 104
(Street)
LARCHMONT NY 10538
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ACV Auctions Inc. [ ACVA ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/13/2022
4. 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 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
Class A Common Stock 12/13/2022 C 1,007,160(1) A $0.00(1) 1,007,160(2) I See footnotes(2)(5)
Class A Common Stock 12/13/2022 S(3) 1,007,160(3) D $9(3) 0 I See footnote(5)
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 Securities Underlying Derivative Security (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: 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
Class B Common Stock (1) 12/13/2022 C 1,007,160(2) (1) (1) Class A Common Stock 1,007,160(2) $0.00(1) 18,845,152(4) I See footnotes(4)(5)
1. Name and Address of Reporting Person*
Bessemer Venture Partners IX L.P.
(Last) (First) (Middle)
C/O BESSEMER VENTURE PARTNERS
1865 PALMER AVE., SUITE 104
(Street)
LARCHMONT NY 10538
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Bessemer Venture Partners IX Institutional L.P.
(Last) (First) (Middle)
C/O BESSEMER VENTURE PARTNERS
1865 PALMER AVE., SUITE 104
(Street)
LARCHMONT NY 10538
(City) (State) (Zip)
1. Name and Address of Reporting Person*
15 Angels III LLC
(Last) (First) (Middle)
C/O BESSEMER VENTURE PARTNERS
1865 PALMER AVENUE, SUITE 104
(Street)
LARCHMONT NY 10538
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Deer IX & Co. L.P.
(Last) (First) (Middle)
C/O BESSEMER VENTURE PARTNERS
1865 PALMER AVE., SUITE 104
(Street)
LARCHMONT NY 10538
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Deer IX & Co. Ltd.
(Last) (First) (Middle)
C/O BESSEMER VENTURE PARTNERS
1865 PALMER AVE., SUITE 104
(Street)
LARCHMONT NY 10538
(City) (State) (Zip)
Explanation of Responses:
1. Each share of Class B Common Stock is convertible without payment or consideration into one share of Class A Common Stock at the option of the holder and has no expiration date.
2. Represents 554,079 shares converted from Class B Common Stock to Class A Common Stock by Bessemer Venture Partners IX L.P. ("BVP IX"), 443,902 shares converted from Class B Common Stock to Class A Common Stock by Bessemer Venture Partners IX Institutional L.P. ("BVP IX Inst"), and 9,179 shares converted from Class B Common Stock to Class A Common Stock by 15 Angels III LLC. ("15 Angels" and together with BVP IX and BVP IX Inst, the "BVP IX Funds").
3. On December 13, 2022 BVP IX, BVP IX Inst, and 15 Angels sold 554,079, 443,902, and 9,179 shares, respectively, of Class A Common Stock of ACV Auctions, Inc. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $9.00 to $9.20, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
4. After the reported transaction, BVP IX, BVP IX Inst, and 15 Angels own 10,367,471 shares, 8,305,924 shares and 171,757 shares, respectively, of Class B Common Stock.
5. Deer IX & Co. Ltd. ("Deer Ltd.") is the general partner of Deer IX & Co. L.P. ("Deer L.P."), which is the general partner of the BVP IX Funds. Deer Ltd. and Deer L.P. disclaim beneficial ownership of the securities held by the BVP IX Funds, and this report shall not be deemed an admission that Deer Ltd. and Deer L.P. are the beneficial owners of such securities, except to the extent of their pecuniary interest therein, if any, by virtue of their direct and indirect general partner interests in the BVP IX Funds.
Remarks:
/s/ Scott Ring, General Counsel, Deer IX & Co. Ltd., the General Partner of Deer IX & Co. L.P., the General Partner of Bessemer Venture Partners IX L.P. 12/15/2022
/s/ Scott Ring, General Counsel, Deer IX & Co. Ltd., the General Partner of Deer IX & Co. L.P., the General Partner of Bessemer Venture Partners IX Institutional L.P. 12/15/2022
/s/ Scott Ring, Authorized Person, 15 Angels III LLC 12/15/2022
/s/ Scott Ring, General Counsel, Deer IX & Co. Ltd., the General Partner of Deer IX & Co. L.P. 12/15/2022
/s/ Scott Ring, General Counsel, Deer IX & Co. Ltd. 12/15/2022
** Signature of Reporting Person Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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