SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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

(Last)

(First)

(Middle)

C/O ACV AUCTIONS INC.

640 ELLICOTT STREET, #321

(Street)

BUFFALO

14203

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/23/2021

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

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

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

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

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	0⁽¹⁾	I	See footnote⁽²⁾⁽³⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	0⁽⁴⁾⁽⁵⁾	⁽⁴⁾	I	See footnote⁽³⁾⁽⁶⁾
Series B Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	0⁽⁴⁾⁽⁵⁾	⁽⁴⁾	I	See footnote⁽³⁾⁽⁷⁾
Series C Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	0⁽⁴⁾⁽⁵⁾	⁽⁴⁾	I	See footnote⁽³⁾⁽⁸⁾
Series D Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	0⁽⁴⁾⁽⁵⁾	⁽⁴⁾	I	See footnote⁽³⁾⁽⁹⁾
Series E Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	0⁽⁴⁾⁽⁵⁾	⁽⁴⁾	I	See footnote⁽³⁾⁽¹⁰⁾
Series E-1 Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	0⁽⁴⁾⁽⁵⁾	⁽⁴⁾	I	See footnote⁽³⁾⁽¹¹⁾

Explanation of Responses:

1. All shares of preferred stock will automatically be converted on a one-for-one basis into shares of common stock of the ACV Auctions, Inc. ("Company") prior to the closing of the Company's initial public offering ("IPO"). Immediately thereafter, but still prior to the closing of the Company's IPO, all shares of common stock ("Common Stock") will be reclassified into shares of Class B common stock ("Class B Common Stock"), of the Company in an exempt transaction pursuant to Rules 16b-6 and 16b-7. Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of the Class A common stock, of the Company ("Class A Common Stock"). Additionally, each share of Class B Common Stock will, subject to certain exceptions, convert automatically into one share of Class A Common Stock upon any transfer.

2. As of the date hereof, Bessemer Venture Partners IX Institutional L.P. ("BVP IX Inst") and Bessemer Venture Partners IX L.P. ("BVP IX") own 1,729,160 shares and 2,158,340 shares, respectively of Common Stock.

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 the 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. Each share of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series E-1 Preferred Stock will automatically convert into shares of Common Stock on a 1:1 basis immediately prior to the closing of the IPO and have no expiration date.

5. Each share of Common Stock shall be reclassified into one share of Class B Common Stock immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock.

6. The shares of Series A Preferred Stock are held by 15 Angels.

7. As of the date hereof, BVP IX Inst and BVP IX own 8,605,729 shares and 10,741,687 shares, respectively of Series B Preferred Stock.

8. As of the date hereof, BVP IX Inst and BVP IX own 4,098,136 shares and 5,115,299 shares, respectively of Series C Preferred Stock.

9. As of the date hereof, BVP IX Inst and BVP IX own 2,648,632 shares and 3,306,027 shares, respectively of Series D Preferred Stock.

10. As of the date hereof, BVP IX Inst and BVP IX own 402,155 shares and 501,971 shares, respectively of Series E Preferred Stock.

11. As of the date hereof, BVP IX Inst and BVP IX own 37,541 shares and 46,859 shares, respectively of Series E-1 Preferred Stock.

Remarks:

Exhibit List - Exhibit 24 - Power of Attorney

	/s/ Jason Minio, Attorney-in-Fact	03/23/2021
	** 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 5 (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.
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