Deer IX & Co. Form 4 Change in insider ownership

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Bessemer Venture Partners IX L.P.

(Last) (First) (Middle)

C/O BESSEMER VENTURE PARTNERS

1865 PALMER AVE., SUITE 104

(Street)

LARCHMONT NY 10538

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ACV Auctions Inc. [ ACVA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/12/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	11/12/2021		C		2,000,000(1)	A	$0.00(1)	2,000,000(1)	I	See footnote(2)(3)
Class A Common Stock	11/12/2021		S(4)		2,000,000(4)	D	$19.45(4)	0	I	See footnote(3)(4)(5)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(1)	11/12/2021		C			2,000,000(2)	(1)	(1)	Class A Common Stock	2,000,000(2)	$0.00(1)	27,815,391(4)	I	See footnote(5)

1. Name and Address of Reporting Person^*

Bessemer Venture Partners IX L.P.

(Last) (First) (Middle)

C/O BESSEMER VENTURE PARTNERS

1865 PALMER AVE., SUITE 104

(Street)

LARCHMONT NY 10538

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Bessemer Venture Partners IX Institutional L.P.

(Last) (First) (Middle)

C/O BESSEMER VENTURE PARTNERS

1865 PALMER AVE., SUITE 104

(Street)

LARCHMONT NY 10538

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

15 Angels III LLC

(Last) (First) (Middle)

C/O BESSEMER VENTURE PARTNERS

1865 PALMER AVENUE, SUITE 104

(Street)

LARCHMONT NY 10538

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Deer IX & Co. L.P.

(Last) (First) (Middle)

C/O BESSEMER VENTURE PARTNERS

1865 PALMER AVE., SUITE 104

(Street)

LARCHMONT NY 10538

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Deer IX & Co. Ltd.

(Last) (First) (Middle)

C/O BESSEMER VENTURE PARTNERS

1865 PALMER AVE., SUITE 104

(Street)

LARCHMONT NY 10538

(City) (State) (Zip)

Explanation of Responses:

1. 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.

2. 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")

3. On November 11, 2021 BVP IX, BVP IX Inst, and 15 Angels sold 1,100,280 shares, 881,492 shares, and 18,228 shares, respectively, of Class A Common Stock of ACV Auctions, in a single execution of $19.45 per share.

4. After the transaction, BVP IX held 15,302,357 shares of Class B Common Stock, BVP IX Inst held 12,259,522 shares of Class B Common Stock and 15 Angels held 253,512 shares of Class B Common Stock.

5. Deer IX & Co. Ltd. ("Deer IX Ltd.") is the general partner of Deer IX & Co. L.P. ("Deer IX LP", and together with Deer IX Ltd the "Deer IX Entities"), which is the general partner of the BVP IX Funds. The Deer IX Entities disclaims beneficial ownership of the securities held by BVP IX Funds, except to the extent of their pecuniary interest, if any, in such securities by virtue of his interest in Deer IX Ltd. and Deer IX LP and their indirect interest in the BVP IX Funds.

Remarks:

	/s/ Scott Ring, General Counsel, Deer IX & Co. Ltd., the General Partner of Deer IX & Co. L.P., the General Partner of Bessemer Venture Partners IX L.P.	11/16/2021
	/s/ Scott Ring, General Counsel, Deer IX & Co. Ltd., the General Partner of Deer IX & Co. L.P., the General Partner of Bessemer Venture Partners IX Institutional L.P.	11/16/2021
	/s/ Scott Ring, Authorized Person, 15 Angels III LLC	11/16/2021
	/s/ Scott Ring, General Counsel, Deer IX & Co. Ltd., the General Partner of Deer IX & Co. L.P.	11/16/2021
	/s/ Scott Ring, General Counsel, Deer IX & Co. Ltd.	11/16/2021
	** Signature of Reporting Person	Date
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