ACV Auctions Inc. — Director's Dealing 2022

Nov 22, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ACV Auctions Inc. (ACVA)
CIK: 0001637873
Period of Report: 2022-11-17

Reporting Person: GOODMAN ROBERT P (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-11-17	Class A Common Stock	C	2000000	$0.00	Acquired	2000000	Indirect
2022-11-17	Class A Common Stock	S	2000000	$8.25	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-11-17	Class B Common Stock	$	C	0	Disposed		Class A Common Stock (0)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	665193	Direct
Class A Common Stock	22125	Indirect
Class A Common Stock	13061	Indirect
Class A Common Stock	26004	Indirect

Footnotes

F1: 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.

F2: Represents 1,100,280 shares converted from Class B Common Stock to Class A Common Stock by Bessemer Venture Partners IX L.P. ("BVP IX"), 881,492 shares converted from Class B Common Stock to Class A Common Stock by Bessemer Venture Partners IX Institutional L.P. ("BVP IX Inst"), and 18,228 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").

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: On November 17, 2022 BVP IX, BVP IX Inst, and 15 Angels sold 1,100,280, 881,492, and 18,228 shares, respectively, of Class A Common Stock of ACV Auctions, Inc. in a single execution of $8.25 per share.

F5: After the reported transaction, BVP IX, BVP IX Inst, and 15 Angels own 10,921,550 shares, 8,749,826 shares and 180,936 shares, respectively, of Class B Common Stock

F6: The shares are directly held by the Reporting Person.

F7: The shares are directly 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.

F8: The shares are directly held by Cracktuxet II, LLC ("Cracktuxet II"). Cracktuxet II 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.

F9: The shares are directly 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.