Statement of Changes in Beneficial Ownership (4)
16 May 2023 - 7:14AM
Edgar (US Regulatory)
FORM 4
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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).
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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
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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
*
Bessemer Venture Partners IX L.P. |
2. Issuer Name and Ticker or Trading Symbol
ACV Auctions Inc.
[
ACVA
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O BESSEMER VENTURE PARTNERS, 1865 PALMER AVE., SUITE 104 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/11/2023 |
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(Street)
LARCHMONT, NY 10538 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Class A Common Stock | 5/11/2023 | | C | | 3000000 (1) | A | $0.00 (1) | 3000000 (2) | I | See Footnotes (2)(5) |
| Class A Common Stock | 5/11/2023 | | S(3) | | 3000000 (3) | D | $16.03 (3) | 0 | I | See Footnote (5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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) | 5/11/2023 | | C | | | 3000000 (2) | (1) | (1) | Class A Common Stock | 3000000 (2) | $0.00 (1) | 13845152 (4) | I | See Footnotes (4)(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 1,650,420 shares converted from Class B Common Stock to Class A Common Stock by Bessemer Venture Partners IX L.P. ("BVP IX"), 1,322,238 shares converted from Class B Common Stock to Class A Common Stock by Bessemer Venture Partners IX Institutional L.P. ("BVP IX Inst"), and 27,342 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 May 11, 2023, BVP IX, BVP IX Inst, and 15 Angels sold 1,650,420 shares, 1,322,238 shares and 27,342 shares, respectively, of Class A Common Stock of ACV Auctions, Inc in a single execution at a stock price of $16.03 per share. |
| (4) | After the reported transaction, BVP IX, BVP IX Inst, and 15 Angels own 7,616,771 shares, 6,102,194 shares and 126,187 shares, respectively, of Class B Common Stock. |
| (5) | 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. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Bessemer Venture Partners IX L.P.
C/O BESSEMER VENTURE PARTNERS
1865 PALMER AVE., SUITE 104
LARCHMONT, NY 10538 |
| X |
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Bessemer Venture Partners IX Institutional L.P.
C/O BESSEMER VENTURE PARTNERS
1865 PALMER AVE., SUITE 104
LARCHMONT, NY 10538 |
| X |
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15 Angels III LLC
C/O BESSEMER VENTURE PARTNERS
1865 PALMER AVENUE, SUITE 104
LARCHMONT, NY 10538 |
| X |
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Deer IX & Co. L.P.
C/O BESSEMER VENTURE PARTNERS
1865 PALMER AVE., SUITE 104
LARCHMONT, NY 10538 |
| X |
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Deer IX & Co. Ltd.
C/O BESSEMER VENTURE PARTNERS
1865 PALMER AVE., SUITE 104
LARCHMONT, NY 10538 |
| X |
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Signatures
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| /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. | | 5/15/2023 |
| **Signature of Reporting Person | Date |
| /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. | | 5/15/2023 |
| **Signature of Reporting Person | Date |
| /s/ Scott Ring, Authorized Person, 15 Angels III LLC | | 5/15/2023 |
| **Signature of Reporting Person | Date |
| /s/ Scott Ring, General Counsel, Deer IX & Co. Ltd., the General Partner of Deer IX & Co. L.P. | | 5/15/2023 |
| **Signature of Reporting Person | Date |
| /s/ Scott Ring, General Counsel, Deer IX & Co. Ltd. | | 5/15/2023 |
| **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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