Robert P. Goodman - 18 Nov 2024 Form 4 Insider Report for ACV Auctions Inc. (ACVA)

Footnote F1

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.

Footnote F2

Represents 519,441 shares converted from Class B Common Stock to Class A Common Stock by Bessemer Venture Partners IX L.P. ("BVP IX"), 416,150 shares converted from Class B Common Stock to Class A Common Stock by Bessemer Venture Partners IX Institutional L.P. ("BVP IX Inst"), and 8,607 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")

Footnote F3

On November 18, 2024, BVP IX, BVP IX Inst, and 15 Angels sold 147,885, 118,478, and 2,451 shares of Class A Common Stock of ACV Auctions, Inc., respectively, at a weighted average price of $21.39. These shares were sold in multiple transactions at prices ranging from $20.72 to $21.72. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

Footnote F4

On November 18, 2024, BVP IX, BVP IX Inst, and 15 Angels sold 78,180, 62,634, and 1,295 shares of Class A Common Stock of ACV Auctions, Inc., respectively, at a weighted average price of $21.97. These shares were sold in multiple transactions at prices ranging from $21.73 to $22.21. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

Footnote F5

On November 19, 2024, BVP IX, BVP IX Inst, and 15 Angels sold 205,510, 164,644, and 3,405 shares of Class A Common Stock of ACV Auctions, Inc., respectively, at a weighted average price of $21.68. These shares were sold in multiple transactions at prices ranging from $21.44 to $21.96. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

Footnote F6

On November 20, 2024, BVP IX, BVP IX Inst, and 15 Angels sold 87,867, 70,394, and 1,456 shares of Class A Common Stock of ACV Auctions, Inc., respectively, at a weighted average price of $21.33. These shares were sold in multiple transactions at prices ranging from $21.05 to $21.44. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

Footnote F7

The shares reported in this transaction represent Refresher Grant Restricted Stock Units ("RSUs"), each RSU represents the contingent right to receive one share of the Issuer's Class A common stock. The RSUs will vest on the first anniversary of the Refresher Grant Date, provided that, the RSUs shall become fully vested as of the day immediately preceding the next Annual Meeting, if sooner. Vesting of the RSUs is subject in all cases to the Eligible Director's Continuous Service (as defined in the Plan) through each such applicable vesting date.

Footnote F8

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 the BVP IX Funds The Reporting Person disclaims beneficial ownership of the securities held by BVP IX 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 interest in the BVP IX Funds. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities.

Footnote F9

The shares reported are 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.

Footnote F10

The shares reported are 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.

Footnote F11

As of the date hereof, BVP IX, BVP IX Inst, and 15 Angels hold 1,114,375, 892,783, and 18,464 shares of Class B Stock, respectively.