ACV Auctions Inc. — Director's Dealing 2021

Dec 7, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ACV Auctions Inc. (ACVA)
CIK: 0001637873
Period of Report: 2021-12-02

Reporting Person: Hirsch Brian (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-12-02	Class A Common Stock	C	744332	—	Acquired	744332	Indirect
2021-12-02	Class A Common Stock	C	241766	—	Acquired	241766	Indirect
2021-12-02	Class A Common Stock	C	750000	—	Acquired	750000	Indirect
2021-12-02	Class A Common Stock	C	250000	—	Acquired	250000	Indirect
2021-12-03	Class A Common Stock	J	744332	$0.00	Disposed	0	Indirect
2021-12-03	Class A Common Stock	J	241766	$0.00	Disposed	0	Indirect
2021-12-03	Class A Common Stock	J	750000	$0.00	Disposed	0	Indirect
2021-12-03	Class A Common Stock	J	250000	$0.00	Disposed	0	Indirect
2021-12-03	Class A Common Stock	J	123553	$0.00	Acquired	123553	Indirect
2021-12-03	Class A Common Stock	J	217117	$0.00	Acquired	217117	Indirect
2021-12-06	Class A Common Stock	S	60928	$21.40	Disposed	62625	Indirect
2021-12-06	Class A Common Stock	S	107067	$21.40	Disposed	110050	Indirect
2021-12-06	Class A Common Stock	S	9724	$22.13	Disposed	52901	Indirect
2021-12-06	Class A Common Stock	S	17089	$22.13	Disposed	92961	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-12-02	Class B Common Stock	$	C	744332	Disposed		Class A Common Stock (744332)	Indirect
2021-12-02	Class B Common Stock	$	C	241766	Disposed		Class A Common Stock (241766)	Indirect
2021-12-02	Class B Common Stock	$	C	750000	Disposed		Class A Common Stock (750000)	Indirect
2021-12-02	Class B Common Stock	$	C	250000	Disposed		Class A Common Stock (250000)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	332826	Direct

Footnotes

F1: These shares of Class B common stock were converted on a one-for-one basis into Class A common stock.

F2: The securities are held by Tribeca Access Fund, L.P. ("TAF"). Tribeca Access Fund GP, LLC ("TAF GP") is the general partner of TAF. The Reporting Person is a managing partner of TAF GP. The Reporting Person disclaims beneficial ownership of the securities held by TAF, except to the extent of his pecuniary interest, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities.

F3: The securities are held by Tribeca ACV Holdings, LLC ("TACV"). Tribeca Venture Partners II GP, LLC ("TVP II GP") is the general partner of TACV. The Reporting Person is a managing partner of TVP II GP. The Reporting Person disclaims beneficial ownership of the securities held by TACV, except to the extent of his
pecuniary interest, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities.

F4: The securities are held by Tribeca Venture Fund II, L.P. ("TVFII"). TVP II GP is the general partner of TVFII. The Reporting Person is a managing partner of TVP II GP. The Reporting Person disclaims beneficial ownership of the securities held by TVFII, except to the extent of his pecuniary interest, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities.

F5: The securities are held by Tribeca Venture Fund II New York, L.P. ("TVFII NY"). TVP II GP is the general partner of TVFII NY. The Reporting Person is a managing partner of TVP II GP. The Reporting Person disclaims beneficial ownership of the securities held by TVFII NY, except to the extent of his pecuniary interest, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities.

F6: Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by Tribeca Access Fund, L.P. to its general partner and limited partners without additional consideration.

F7: Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by Tribeca ACV Holdings, LLC to its members without additional consideration.

F8: Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by Tribeca Venture Fund II, L.P. to its general partner and limited partners without additional consideration.

F9: Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by TVFII NY to its general partner and limited partners without additional consideration.

F10: Represents receipt of shares in the distribution in kind described in footnote (6) .

F11: The securities are held by TAF GP. The Reporting Person is a managing partner of TAF GP. The Reporting Person disclaims beneficial ownership of the securities held by TVP II GP, except to the extent of his pecuniary interest, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities.

F12: Represents receipt of shares in the distributions in kind described in footnotes (7), (8) and (9) .

F13: The securities are held by TVP II GP. The Reporting Person is a managing partner of TVP II GP. The Reporting Person disclaims beneficial ownership of the securities held by TVP II GP, except to the extent of his pecuniary interest, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities.

F14: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.00 to $21.98 inclusive. 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 range set forth in this footnote.

F15: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $22.00 to $22.25 inclusive. 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 range set forth in this footnote.

F16: Each share of Class B common stock will convert automatically into one share of Class A common stock upon any transfer, except for certain permitted transfers.