ACV Auctions Inc. — Director's Dealing 2021

Sep 24, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ACV Auctions Inc. (ACVA)
CIK: 0001637873
Period of Report: 2021-06-10

Reporting Person: Hirsch Brian (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-06-10	Class A Common Stock	C	332826	$0.00	Acquired	332826	Direct
2021-09-02	Class A Common Stock	C	448791	$0.00	Acquired	448791	Indirect
2021-09-02	Class A Common Stock	S	123518	$20.05	Disposed	325273	Indirect
2021-09-03	Class A Common Stock	S	60395	$19.92	Disposed	264878	Indirect
2021-09-07	Class A Common Stock	S	50018	$20.13	Disposed	214860	Indirect
2021-09-08	Class A Common Stock	S	63143	$19.75	Disposed	151717	Indirect
2021-09-09	Class A Common Stock	S	56201	$20.23	Disposed	95516	Indirect
2021-09-09	Class A Common Stock	S	500	$20.78	Disposed	95016	Indirect
2021-09-10	Class A Common Stock	S	77454	$19.97	Disposed	17562	Indirect
2021-09-13	Class A Common Stock	S	17562	$19.39	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-06-10	Class B Common Stock	$	J	3422133	Disposed		Class A Common Stock (3422133)	Indirect
2021-06-10	Class B Common Stock	$	J	145287	Disposed		Class A Common Stock (145287)	Indirect
2021-06-10	Class B Common Stock	$	J	394861	Disposed		Class A Common Stock (394861)	Indirect
2021-06-10	Class B Common Stock	$	J	131620	Disposed		Class A Common Stock (131620)	Indirect
2021-09-02	Class B Common Stock	$	J	1699320	Disposed		Class A Common Stock (1699320)	Indirect
2021-09-02	Class B Common Stock	$	J	566441	Disposed		Class A Common Stock (566441)	Indirect

Footnotes

F1: Represents the receipt of shares from the pro rata distributions described in footnotes 13, 16, 18 and 20, for no consideration, and not a purchase or sale by the Reporting Person. Pursuant to the terms of the Issuer's certificate of incorporation, such shares automatically converted from Class B Common Stock to Class A Common Stock upon such distributions.

F2: Represents the receipt of shares from the pro rata distributions described in footnotes 18 and 20, for no consideration, and not a purchase or sale by the Reporting Person. Pursuant to the terms of the Issuer's certificate of incorporation, such shares automatically converted from Class B Common Stock to Class A Common Stock upon such distributions.

F3: The securities are held by Tribeca Venture Partners II GP, LLC ("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.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $19.77 to $20.48 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.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $19.68 to $20.33 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.

F6: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $19.89 to $20.67 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.

F7: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $19.22 to $20.19 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.

F8: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $19.77 to $20.76 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.

F9: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.77 to $20.80 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.

F10: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $19.63 to $20.45 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.

F11: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $19.20 to $19.88 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.

F12: These shares of Class B common stock automatically converted on a one-for-one basis into Class A common stock upon the pro rata distributions described in footnotes 13, 16, 18 and 20.

F13: Represents a pro rata 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.

F14: 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.

F15: 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.

F16: Represents a pro rata distribution, and not a purchase or sale of securities, by Tribeca ACV Holdings, LLC to its members without additional consideration.

F17: 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.

F18: Represents a pro rata 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.

F19: 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.

F20: Represents a pro rata distribution, and not a purchase or sale of securities, by Tribeca Venture Fund II New York, L.P. ("TVFII NY") to its general partner and limited partners without additional consideration.

F21: The securities are held by 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.