ACV Auctions Inc. — Director's Dealing 2021

Mar 31, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ACV Auctions Inc. (ACVA)
CIK: 0001637873
Period of Report: 2021-03-26

Reporting Person: GOODMAN ROBERT P (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-26	Common Stock	J	0	—	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-26	Series A Preferred Stock	$	C	0	Disposed		Class B Common Stock (0)	Indirect
2021-03-26	Series B Preferred Stock	$	C	0	Disposed		Class B Common Stock (0)	Indirect
2021-03-26	Series C Preferred Stock	$	C	0	Disposed		Class B Common Stock (0)	Indirect
2021-03-26	Series D Preferred Stock	$	C	0	Disposed		Class B Common Stock (0)	Indirect
2021-03-26	Series E Preferred Stock	$	C	0	Disposed		Class B Common Stock (0)	Indirect
2021-03-26	Series E-1 Preferred Stock	$	C	0	Disposed		Class B Common Stock (0)	Indirect
2021-03-26	Class B Common Stock	$	J	0	Acquired		Class A Common Stock (0)	Indirect

Footnotes

F1: Immediately prior to the closing of the Issuer's initial public offering, each share of Common Stock was reclassified into one share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7.

F2: As of the date hereof, Bessemer Venture Partners IX Institutional L.P. ("BVP IX Inst") and Bessemer Venture Partners IX L.P. ("BVP IX") each own 0 shares of Common Stock.

F3: 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 each of 15 Angels III LLC ("15 Angels"), BVP IX Inst and BVP IX (collectively, the "Funds"). The Reporting Person disclaims beneficial ownership of the securities held by the 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 limited partnership interest in the Funds. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities.

F4: Each share of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series E-1 Preferred Stock automatically converted into Common Stock on a 1:1 basis and were reclassified into shares of Series B Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering.

F5: Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock. Each share of Class B Common Stock will convert automatically into shares of Class A common stock, on a one-to-one basis, upon the following: (1) the sale or transfer of such share of Class B Common Stock, subject to certain exceptions specified in the Issuer's amended and restated certificate of incorporation; (2) the death of the Reporting Person; and (3) the final conversion date, defined as the earlier of (a) the first trading day on or after the date on which the outstanding shares of Class B Common Stock represent less than 5.0% of the Issuer's then-outstanding Class A and Class B Common Stock; (b) the tenth anniversary of this offering; or (c) the date specified by vote of the holders of a majority of the outstanding shares of Class B Common Stock, voting as a single class.

F6: The shares of Series A Preferred Stock are held by 15 Angels.

F7: As of the date hereof, BVP IX Inst and BVP IX each own 0 shares of Series B Preferred Stock.

F8: As of the date hereof, BVP IX Inst and BVP IX each own 0 shares of Series C Preferred Stock.

F9: As of the date hereof, BVP IX Inst and BVP IX each own 0 shares of Series D Preferred Stock.

F10: As of the date hereof, BVP IX Inst and BVP IX each own 0 shares of Series E Preferred Stock.

F11: As of the date hereof, BVP IX Inst and BVP IX each own 0 shares of Series E-1 Preferred Stock.

F12: As of the date hereof, BVP IX Inst, BVP IX and 15 Angels each own 17,521,353 shares, 21,870,183 shares and 362,320 shares, respectively of Class B Common Stock.