ACV Auctions Inc. — Director's Dealing 2024

May 22, 2024

SEC Form 4/A — Form 4/A

Issuer: ACV Auctions Inc. (ACVA)
CIK: 0001637873
Period of Report: 2024-05-15

Reporting Person: GOODMAN ROBERT P (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-05-15	Class A Common Stock	C	0	—	Disposed	0	Indirect
2024-05-15	Class A Common Stock	S	0	—	Disposed	0	Indirect
2024-05-15	Class A Common Stock	S	0	—	Disposed	0	Indirect
2024-05-16	Class A Common Stock	C	0	—	Disposed	0	Indirect
2024-05-16	Class A Common Stock	S	0	—	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-05-15	Class B Common Stock	$	C	0	Disposed		Class B Common Stock (0)	Indirect
2024-05-16	Class B Common Stock	$	C	0	Disposed		Class B Common Stock (0)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	375219	Direct
Class A Common Stock	7392	Indirect
Class A Common Stock	13063	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 121,655 shares converted from Class B Common Stock to Class A Common Stock by Bessemer Venture Partners IX L.P. ("BVP IX"), 97,464 shares converted from Class B Common Stock to Class A Common Stock by Bessemer Venture Partners IX Institutional L.P. ("BVP IX Inst"), and 2,015 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 May 15, 2024, BVP IX, BVP IX Inst, and 15 Angels sold 77,202, 61,850, and 1,279 shares of Class A Common Stock of ACV Auctions, Inc., respectively, at a weighted average price of $18.60. These shares were sold in multiple transactions at prices ranging from $18.00 to $18.989. 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: Represents 97,478 shares converted from Class B Common Stock to Class A Common Stock by BVP IX, 78,110 shares converted from Class B Common Stock to Class A Common Stock by BVP IX Inst, and 1,614 shares converted from Class B Common Stock to Class A Common Stock by 15 Angels.

F5: On May 16, 2024, BVP IX, BVP IX Inst, and 15 Angels sold 97,478, 78,110 and 1,614 shares of Class A Common Stock of ACV Auctions, Inc., respectively, at a weighted average price of $18.44. These shares were sold in multiple transactions at prices ranging from $18.22 to $19.095. 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.

F6: 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.

F7: 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.

F8: 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.

F9: As of the date hereof, BVP IX, BVP IX Inst, and 15 Angels hold 4,021,862, 3,222,123 and 66,633 shares of Class B Stock, respectively.