ACV Auctions Inc.

05/21/2024 | Press release | Distributed by Public on 05/21/2024 18:47

Amendment to Statement of Changes in Beneficial Ownership - Form 4/A

Ownership Submission
FORM 4/A
Check this box if no longer subject to Section 16, Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549STATEMENT 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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1. Name and Address of Reporting Person *
GOODMAN ROBERT P
2. Issuer Name and Ticker or Trading Symbol
ACV Auctions Inc. [ACVA] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O ACV AUCTIONS INC. , 640 ELLICOTT STREET, #321
3. Date of Earliest Transaction (Month/Day/Year)
(Street)
BUFFALO NY 14203
4. If Amendment, Date Original Filed(Month/Day/Year)
2024-05-21 		6. Individual or Join/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 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code 4. Securities Acquired (A) or Disposed of (D) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) 6. Ownership Form: Direct (D) or Indirect (I) 7. Nature of Indirect Beneficial Ownership
Code V Amount (A) or (D) Price
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security 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 5. Number of Derivative Securities Acquired (A) or Disposed of (D) 6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security 8. Price of Derivative Security 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) 11. Nature of Indirect Beneficial Ownership
Code V (A) (D) Date Exercisable Expriation Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GOODMAN ROBERT P
C/O ACV AUCTIONS INC.
640 ELLICOTT STREET, #321
BUFFALO, NY14203


Signatures

/s/ Robert P. Goodman 2024-05-21
**Signature of Reporting Person Date

Explanation of Responses:

(*) If the form is filed by more than one reporting person, see Instruction 5(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 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 1,640,264 shares converted from Class B Common Stock to Class A Common Stock by Bessemer Venture Partners IX L.P. ("BVP IX"), 1,313,508 shares converted from Class B Common Stock to Class A Common Stock by Bessemer Venture Partners IX Institutional L.P. ("BVP IX Inst"), and 27,174 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 March 1, 2024, 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 "BVP IX Funds") sold 2,240, 1,794, and 37 shares of Class A Common Stock of ACV Auctions, Inc., respectively, at a weighted average price of $18.00. These shares were sold in multiple transactions at prices ranging from $18.00 to $18.01. 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) On March 4, 2024, BVP IX, BVP IX Inst, and 15 Angels sold 407,521, 326,487 and 6,752 shares of Class A Common Stock of ACV Auctions, Inc., respectively, at a weighted average price of $18.51. These shares were sold in multiple transactions at prices ranging from $18.00 to $18.74. 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.
(5) On March 5, 2024, BVP IX, BVP IX Inst, and 15 Angels sold 136,994, 109,555 and 2,269 shares of Class A Common Stock of ACV Auctions, Inc., respectively, at a weighted average price of $18.59. These shares were sold in multiple transactions at prices ranging from $18.35 to $18.92. 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.
(6) The Reporting Person is a director of Deer IX & Co. Ltd. ("Deer IX Ltd.") which is the general partner of Deer IX & Co. L.P. ("Deer IX LP"), which is the general partner of the BVP IX Funds The Reporting Person disclaims beneficial ownership of the securities held by BVP IX Funds, except to the extent of his pecuniary interest, if any, in such securities by virtue of his interest in Deer IX Ltd. and Deer IX LP and his indirect interest in the BVP IX Funds. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities.
(7) The shares reported are held by NB Group, LLC ("NB Group"). NB Group is controlled by the Reporting Person, and the Reporting Person disclaims beneficial ownership of the shares held by this entity, except to the extent of his pecuniary interest therein, if any.
(8) The shares reported are held by Katama Point LLC ("Katama"). Katama is controlled by the Reporting Person, and the Reporting Person disclaims beneficial ownership of the shares held by this entity, except to the extent of his pecuniary interest therein, if any.
(9) As of the date hereof, BVP IX, BVP IX Inst, and 15 Angels hold 4,241,015, 3,397,697, and 70,262 shares of Class B Stock, respectively.
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