Statement of Changes in Beneficial Ownership (4)
22 November 2022 - 10:44AM
Edgar (US Regulatory)
FORM 4
[ ] Check this box if no longer subject to Section
16. Form 4 or Form 5 obligations may continue. See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
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OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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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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1. Name
and Address of Reporting Person * GOODMAN ROBERT P |
2. Issuer Name and Ticker or Trading
Symbol ACV Auctions Inc. [ ACVA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)__X__
Director _____
10% Owner
_____ Officer (give title
below) _____ Other
(specify below)
|
(Last)
(First)
(Middle)
C/O ACV AUCTIONS INC., 640 ELLICOTT STREET, #321 |
3. Date of Earliest Transaction (MM/DD/YYYY)
11/17/2022
|
(Street)
BUFFALO, NY 14203
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line) _X _ Form filed by One Reporting Person
___ 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. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. 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 |
11/17/2022 |
|
C |
|
2000000 (1) |
A |
$0.00 (1) |
2000000 (1) |
I |
See footnotes (2)(3) |
Class A Common Stock |
11/17/2022 |
|
S(4) |
|
2000000 (3) |
D |
$8.25 (4) |
0 |
I |
See footnotes (3)(5) |
Class A Common Stock |
|
|
|
|
|
|
|
665193 |
D (6) |
|
Class A Common Stock |
|
|
|
|
|
|
|
22125 |
I |
See footnote (7) |
Class A Common Stock |
|
|
|
|
|
|
|
13061 |
I |
See footnote (8) |
Class A Common Stock |
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|
|
|
|
|
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26004 |
I |
See footnote (9) |
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative
Security |
3. Trans. Date |
3A. Deemed Execution Date, if any |
4. Trans. 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 |
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 of Derivative Security: 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) |
11/17/2022 |
|
C |
|
|
0 (2) |
(1) |
(1) |
Class A Common Stock |
0 (2) |
$0.00 (1) |
0 (3)(5) |
I |
See footnote (3)(5) |
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) |
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. |
(4) |
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. |
(5) |
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 |
(6) |
The shares are directly held
by the Reporting Person. |
(7) |
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. |
(8) |
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. |
(9) |
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. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
GOODMAN ROBERT P
C/O ACV AUCTIONS INC.
640 ELLICOTT STREET, #321
BUFFALO, NY 14203 |
X |
|
|
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Signatures
|
/s/ Robert P. Goodman |
|
11/21/2022 |
**Signature of Reporting
Person |
Date |
Reminder: Report on a separate line for each class
of securities beneficially owned directly or
indirectly. |
* |
If the form is filed by more than one
reporting person, see Instruction 4(b)(v). |
** |
Intentional misstatements or omissions
of facts constitute Federal Criminal Violations. See 18
U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: |
File three copies of this Form, one of
which must be manually signed. If space is insufficient, see
Instruction 6 for procedure. |
Persons who respond to the collection of information
contained in this form are not required to respond unless the form
displays a currently valid OMB control number. |
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