SC 13G: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities by passive investors and certain institutions
Published on February 15, 2022
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
ACV Auctions Inc.
(Name of Issuer)
Class A Common Stock, $0.001 par value per share
(Title of Class of Securities)
00091G104
(CUSIP Number)
December 31, 2021
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 00091G104 | SCHEDULE 13G | Page 2 of 10 Pages |
| 1. |
NAMES OF REPORTING PERSONS
15 Angels III LLC |
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| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
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| 3. | SEC USE ONLY
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| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
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| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
253,512 (1) |
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| 6. | SHARED VOTING POWER
0 |
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| 7. | SOLE DISPOSITIVE POWER
253,512 (1) |
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| 8. | SHARED DISPOSITIVE POWER
0 |
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| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
253,512 (1) |
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| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ |
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| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.3% (1) |
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| 12. | TYPE OF REPORTING PERSON
OO |
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| (1) | Represents shares of Class A common stock of the Issuer (the Class A Common Stock) underlying shares of Class B common stock of the Issuer (the Class B Common Stock) beneficially owned by the Reporting Persons, which shares of Class B Common Stock are convertible, at the option of the holder, into share of Class A Common Stock on a 1-for-1 basis. The percentage of shares beneficially owned as set forth in row 11 above is based on a total of 93,284,078 shares of Class A Common Stock as of November 3, 2021, as reported by the Issuer in its Form 10-Q filed with the SEC on November 10, 2021. |
| CUSIP No. 00091G104 | SCHEDULE 13G | Page 3 of 10 Pages |
| 1. |
NAMES OF REPORTING PERSONS
Bessemer Venture Partners IX L.P. |
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| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
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| 3. | SEC USE ONLY
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| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
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| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
15,302,357(1) |
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| 6. | SHARED VOTING POWER
0 |
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| 7. | SOLE DISPOSITIVE POWER
15,302,357(1) |
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| 8. | SHARED DISPOSITIVE POWER
0 |
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| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,302,357 (1) |
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| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ |
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| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
14.1% (1) |
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| 12. | TYPE OF REPORTING PERSON
PN |
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| CUSIP No. 00091G104 | SCHEDULE 13G | Page 4 of 10 Pages |
| 1. |
NAMES OF REPORTING PERSONS
Bessemer Venture Partners IX Institutional L.P. |
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| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
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| 3. | SEC USE ONLY
|
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| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
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| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
12,259,522(1) |
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| 6. | SHARED VOTING POWER
0 |
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| 7. | SOLE DISPOSITIVE POWER
12,259,522(1) |
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| 8. | SHARED DISPOSITIVE POWER
0 |
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| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,259,522 (1) |
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| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ |
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| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.6%(1) |
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| 12. | TYPE OF REPORTING PERSON
PN |
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| CUSIP No. 00091G104 | SCHEDULE 13G | Page 5 of 10 Pages |
| 1. |
NAMES OF REPORTING PERSONS
Deer IX & Co. L.P. |
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| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
|
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| 3. | SEC USE ONLY
|
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| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
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| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
27,815,391(1) |
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| 6. | SHARED VOTING POWER
0 |
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| 7. | SOLE DISPOSITIVE POWER
27,815,391(1) |
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| 8. | SHARED DISPOSITIVE POWER
0 |
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| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,815,391(1) |
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| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ |
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| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
23.0%(1) |
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| 12. | TYPE OF REPORTING PERSON
PN |
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| CUSIP No. 00091G104 | SCHEDULE 13G | Page 6 of 10 Pages |
| 1. |
NAMES OF REPORTING PERSONS
Deer IX & Co. Ltd. |
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| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
|
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| 3. | SEC USE ONLY
|
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| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
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| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
27,815,391(1) |
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| 6. | SHARED VOTING POWER
0 |
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| 7. | SOLE DISPOSITIVE POWER
27,815,391(1) |
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| 8. | SHARED DISPOSITIVE POWER
0 |
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| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,815,391(1) |
|||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ |
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| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
23.0% (1) |
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| 12. | TYPE OF REPORTING PERSON
CO |
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| CUSIP No. 00091G104 | SCHEDULE 13G | Page 7 of 10 Pages |
| Item 1. | Issuer | |||
| (a) | Name of Issuer: | |||
| ACV Auctions Inc. (the Issuer) | ||||
| (b) | Address of Issuers Principal Executive Offices: | |||
| 640 Ellicott Street, #321 Buffalo, New York 14203 |
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Item 2(a). Name of Person Filing:
This statement is being filed by the following persons with respect to certain shares of Class A Common Stock issuable upon conversion of Class B Common Stock (the Shares or the Common Stock) of the Issuer. Bessemer Venture Partners IX L.P. (BVP IX), Bessemer Venture Partners IX Institutional L.P. (BVP IX Inst), and 15 Angels III LLC (15 Angels and together with BVP IX and BVP IX Inst, the Funds) directly own shares of Common Stock.
| (a) | Deer IX & Co. Ltd. (Deer IX Ltd), the general partner of Deer IX & Co. L.P. (Deer IX LP); |
| (b) | Deer IX LP, the sole general partner of each of the Funds; |
| (c) | BVP IX, which directly owns 15,302,357 Shares; |
| (d) | BVP IX Inst, which directly owns 12,259,522 Shares; and |
| (e) | 15 Angels, which directly owns 253,512 Shares. |
Deer IX Ltd, Deer IX LP, BVP IX, BVP IX Inst and 15 Angels are sometimes individually referred to herein as a Reporting Person and collectively as the Reporting Persons.
Item 2(b). Address of Principal Business Office or, if None, Residence:
The address of the principal business office of each of the Reporting Persons:
c/o Bessemer Venture Partners
1865 Palmer Avenue; Suite 104
Larchmont, NY 10583
Item 2(c). Citizenship:
Deer IX Ltd Cayman Islands
Deer IX LP Cayman Islands
BVP IX Cayman Islands
BVP IX Inst Cayman Islands
15 AngelsDelaware
Item 2(d). Title of Class of Securities:
Class A Common Stock, $0.001 par value
Item 2(e). CUSIP Number:
126327105
Item 3. Not Applicable.
| CUSIP No. 00091G104 | SCHEDULE 13G | Page 8 of 10 Pages |
| Item 4. | Ownership. |
For Deer IX Ltd:
| (a) | Amount beneficially owned: 27,815,391 Shares |
| (b) | Percent of class: 23.0% |
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: -- 27,815,391-- |
| (ii) | Shared power to vote or to direct the vote: --0-- |
| (iii) | Sole power to dispose or to direct the disposition of: -- 27,815,391-- |
| (iv) | Shared power to dispose or to direct the disposition of: --0-- |
For Deer IX LP:
| (a) | Amount beneficially owned: 27,815,391 Shares |
| (b) | Percent of class: 23.0% |
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: --27,815,391-- |
| (ii) | Shared power to vote or to direct the vote: --0-- |
| (iii) | Sole power to dispose or to direct the disposition of: --27,815,391-- |
| (iv) | Shared power to dispose or to direct the disposition of: --0-- |
For BVP IX:
| (a) | Amount beneficially owned: 15,302,357 Shares |
| (b) | Percent of class: 14.1% |
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: --15,302,357-- |
| (ii) | Shared power to vote or to direct the vote: --0-- |
| (iii) | Sole power to dispose or to direct the disposition of: --15,302,357-- |
| (iv) | Shared power to dispose or to direct the disposition of: --0-- |
For BVP IX Inst:
| (a) | Amount beneficially owned: 12,259,522 Shares |
| (b) | Percent of class: 11.6% |
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: -- 12,259,522 -- |
| (ii) | Shared power to vote or to direct the vote: --0-- |
| (iii) | Sole power to dispose or to direct the disposition of: -- 12,259,522 -- |
| (iv) | Shared power to dispose or to direct the disposition of: --0-- |
| CUSIP No. 00091G104 | SCHEDULE 13G | Page 9 of 10 Pages |
For 15 Angels:
| (a) | Amount beneficially owned: 253,512 Shares |
| (b) | Percent of class: 0.3% |
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: -- 253,512-- |
| (ii) | Shared power to vote or to direct the vote: --0-- |
| (iii) | Sole power to dispose or to direct the disposition of: -- 253,512-- |
| (iv) | Shared power to dispose or to direct the disposition of: --0-- |
The percentage of shares beneficially owned as set forth above is based on a total of 93,284,078 shares of Class A Common Stock as of November 3, 2021, as reported by the Issuer in its Form 10-Q filed with the SEC on November 10, 2021. The Reporting Persons beneficially own shares of Class B Common Stock of the Issuer, which are convertible, at the option of the holder, into share of Class A Common Stock on a 1-for-1 basis.
| Item 5. | Ownership of Five Percent or Less of a Class. |
Not applicable.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
As the general partner of Deer IX LP, which in turn is the general partner of the Funds, Deer IX Ltd may be deemed to beneficially own all 27,815,391 Shares held directly by the Funds and have the power to direct the dividends from or the proceeds of the sale of such Shares.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Exhibit 2 sets forth information regarding the identity of members of a group. The Reporting Persons disclaim membership in a group and this report shall not be deemed an admission by any of the Reporting Persons that they are or may be members of a group for purposes of Rule 13d-5 or for any other purpose.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
| Item 10. | Certification. |
Not applicable.
| CUSIP No. 00091G104 | SCHEDULE 13G | Page 10 of 10 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 14, 2022
| DEER IX & CO. LTD. | ||||||||
| By: | /s/ Scott Ring |
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| Name: Scott Ring | ||||||||
| Title: General Counsel | ||||||||
| DEER IX & CO. L.P. | ||||||||
| By: Deer IX & Co. Ltd, its General Partner | ||||||||
| By: | /s/ Scott Ring |
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| Name: Scott Ring | ||||||||
| Title: General Counsel | ||||||||
| BESSEMER VENTURE PARTNERS IX L.P. | ||||||||
| BESSEMER VENTURE PARTNERS IX INSTITUTIONAL L.P. | ||||||||
| By: Deer VIII & Co. L.P., its General Partner | ||||||||
| By: Deer VIII & Co., Ltd., its General Partner | ||||||||
| By: | /s/ Scott Ring |
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| Name: Scott Ring | ||||||||
| Title: General Counsel | ||||||||
| 15 ANGELS III LLC | ||||||||
| By: | /s/ Scott Ring |
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| Name: Scott Ring | ||||||||
| Title: Authorized Person | ||||||||