Form: 4

Statement of changes in beneficial ownership of securities

December 12, 2023

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).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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)
12/06/2023
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 12/06/2023 C 1,987,693(2) A $0.00(1) 1,987,693(2) I See footnote(2)(3)
Class A Common Stock 12/06/2023 J(5) 1,987,693(5) D $0.00(5) 0 I See footnote(3)(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) 12/06/2023 C 1,987,693(2) (1) (1) Class A Common Stock 1,987,693(2) $0.00(1) 10,690,514 I See footnote(3)(4)
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 1,093,509 shares converted from Class B Common Stock to Class A Common Stock by Bessemer Venture Partners IX L.P. ("BVP IX"), 876,068 shares converted from Class B Common Stock to Class A Common Stock by Bessemer Venture Partners IX Institutional L.P. ("BVP IX Inst"), and 18,116 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. 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.
4. After the reported transaction, BVP IX, BVP IX Inst, and 15 Angels own 5,881,278 shares, 4,711,798 shares and 97,436 shares, respectively, of Class B Common Stock.
5. On December 6, 2023 BVP IX, BVP IX Inst, and 15 Angels distributed, for no consideration, 1,093,509, 876,068, and 18,116 shares (collectively, the "Shares"), respectively, of Class A Common Stock to their limited partners and to Deer L.P., representing each such partner's pro rata interest in such Shares. On the same date, one or more of such limited partner(s) distributed, for no consideration, the Shares to certain of its or their members in an amount equal to each such member's or members' respective pro rata interests in the Shares. Finally, on the same date, Deer L.P. distributed, for no consideration, the Shares it received from the distributions to its partners in an amount equal to each such partner's pro rata interest in the Shares. All of the aforementioned distributions were made in accordance with the exemption afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended.
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. 12/08/2023
/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. 12/08/2023
/s/ Scott Ring, Authorized Person, 15 Angels III LLC 12/08/2023
/s/ Scott Ring, General Counsel, Deer IX & Co. Ltd., the General Partner of Deer IX & Co. L.P. 12/08/2023
/s/ Scott Ring, General Counsel, Deer IX & Co. Ltd. 12/08/2023
** Signature of Reporting Person Date

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* 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).

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