ACV Auctions Inc. — Director's Dealing 2023

Jun 9, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ACV Auctions Inc. (ACVA)
CIK: 0001637873
Period of Report: 2023-06-06

Reporting Person: Bessemer Venture Partners IX L.P. (10% Owner)
Reporting Person: Bessemer Venture Partners IX Institutional L.P. (10% Owner)
Reporting Person: 15 Angels III LLC (10% Owner)
Reporting Person: Deer IX & Co. L.P. (10% Owner)
Reporting Person: Deer IX & Co. Ltd. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-06-06	Class A Common Stock	C	993846	$0.00	Acquired	993846	Indirect
2023-06-06	Class A Common Stock	S	295891	$18.02	Disposed	697955	Indirect
2023-06-07	Class A Common Stock	S	30338	$18.12	Disposed	667617	Indirect
2023-06-08	Class A Common Stock	S	342236	$18.22	Disposed	325381	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-06-06	Class B Common Stock	$	C	993846	Disposed		Class A Common Stock (993846)	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 546,754 shares converted from Class B Common Stock to Class A Common Stock by Bessemer Venture Partners IX L.P. ("BVP IX"), 438,034 shares converted from Class B Common Stock to Class A Common Stock by Bessemer Venture Partners IX Institutional L.P. ("BVP IX Inst"), and 9,058 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: On June 6, 2023, the BVP IX, BVP IX Inst, and 15 Angels sold 162,781 shares, 130,413 shares, and 2,697 shares, of Class A Common Stock of ACV Auctions, Inc., respectively, at a weighted average price of $18.02. These shares were sold in multiple transactions at prices ranging from $18.00 to $18.22. 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.

F4: 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.

F5: After the June 6 transaction, BVP IX, BVP IX Inst, and 15 Angels own 383,973 shares, 307,621 shares and 6,361 shares, respectively, of Class A Common Stock.

F6: On June 7, 2023, the BVP IX, BVP IX Inst, and 15 Angels sold 16,690 shares, 13,371 shares, and 277 shares, of Class A Common Stock of ACV Auctions, Inc., respectively, at a weighted average price of $18.12. These shares were sold in multiple transactions at prices ranging from $18.00 to $18.33. 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.

F7: After the June 7 transaction, BVP IX, BVP IX Inst, and 15 Angels own 367,283 shares, 294,250 shares and 6,084 shares, respectively, of Class A Common Stock.

F8: On June 8, 2023, the BVP IX, BVP IX Inst, and 15 Angels sold 188,278 shares, 150,839 shares, and 3,119 shares, of Class A Common Stock of ACV Auctions, Inc., respectively, at a weighted average price of $18.22. These shares were sold in multiple transactions at prices ranging from $18.00 to $18.36. 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.

F9: After the June 8 transaction, BVP IX, BVP IX Inst, and 15 Angels own 179,005 shares, 143,411 shares and 2,965 shares, respectively, of Class A Common Stock.

F10: After the reported transaction, BVP IX, BVP IX Inst, and 15 Angels own 7,070,017 shares, 5,664,160 shares and 117,129 shares, respectively, of Class B Common Stock.