| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 3
)*
|
ACV Auctions Inc. (Name of Issuer) |
Class A Common Stock, $0.001 par value per share (Title of Class of Securities) |
00091G104 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
| Rule
13d-1(c) |
 Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | 00091G104 |
| 1 | Names of Reporting Persons Bessemer Venture Partners IX L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
SCHEDULE 13G |
| CUSIP No. | 00091G104 |
| 1 | Names of Reporting Persons Bessemer Venture Partners IX Institutional L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
SCHEDULE 13G |
| CUSIP No. | 00091G104 |
| 1 | Names of Reporting Persons Deer IX & Co. L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
SCHEDULE 13G |
| CUSIP No. | 00091G104 |
| 1 | Names of Reporting Persons Deer IX & Co. Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO |
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: ACV Auctions Inc. | |
| (b) | Address of issuer's principal executive
offices: 640 Ellicott Street, #321 Buffalo, New York 14203 | |
| Item 2. | ||
| (a) | Name of person filing: This statement is being filed by the following persons with respect to certain shares of Class A Common Stock issuable upon conversion of Class B Common Stock (the "Shares" or the "Common Stock") of the Issuer. Bessemer Venture Partners IX L.P. ("BVP IX") and Bessemer Venture Partners IX Institutional L.P. ("BVP IX Inst" and together with BVP IX, the "Funds") directly own shares of Common Stock.
(a) Deer IX & Co. Ltd. ("Deer IX Ltd"), the general partner of Deer IX & Co. L.P. ("Deer IX LP");
(b) Deer IX LP, the sole general partner of each of the Funds;
(c) BVP IX, which directly owns 0 Shares; and
(d) BVP IX Inst, which directly owns 0 Shares
Deer IX Ltd, Deer IX LP, BVP IX and BVP IX Inst are sometimes individually referred to herein as a "Reporting Person" and collectively as the "Reporting Persons." | |
| (b) | Address or principal business office or, if
none, residence: c/o Bessemer Venture Partners
1865 Palmer Avenue; Suite 104
Larchmont, NY 10583 | |
| (c) | Citizenship: Deer IX Ltd - Cayman Islands
Deer IX LP - Cayman Islands
BVP IX - Cayman Islands
BVP IX Inst - Cayman Islands | |
| (d) | Title of class of securities: Class A Common Stock, $0.001 par value per share | |
| (e) | CUSIP No.: 00091G104 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: Deer IX Ltd - 0 shares
Deer IX LP - 0 shares
BVP IX - 0 shares
BVP IX Inst - 0 shares | |
| (b) | Percent of class: Deer IX Ltd - 0%
Deer IX LP - 0%
BVP IX - 0%
BVP IX Inst - 0% % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: Deer IX Ltd - 0 shares
Deer IX LP - 0 shares
BVP IX - 0 shares
BVP IX Inst - 0 shares | ||
| (ii) Shared power to vote or to direct the
vote: Deer IX Ltd - 0 shares
Deer IX LP - 0 shares
BVP IX - 0 shares
BVP IX Inst - 0 shares | ||
| (iii) Sole power to dispose or to direct the
disposition of: Deer IX Ltd - 0 shares
Deer IX LP - 0 shares
BVP IX - 0 shares
BVP IX Inst - 0 shares | ||
| (iv) Shared power to dispose or to direct the
disposition of: Deer IX Ltd - 0 shares
Deer IX LP - 0 shares
BVP IX - 0 shares
BVP IX Inst - 0 shares | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
|
Ownership of 5 percent or less of a class | ||
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to
that effect should be included in response to this item and, if such interest relates to more
than 5 percent of the class, such person should be identified. A listing of the shareholders of
an investment company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.
As the general partner of Deer IX LP, which in turn is the general partner of the Funds, Deer IX Ltd may be deemed to beneficially own any Shares held directly by the Funds and have the power to direct the dividends from or the proceeds of the sale of such Shares. | ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in this statement is
true, complete and correct. |
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