ACV Auctions Inc. — Director's Dealing 2021

Mar 31, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ACV Auctions Inc. (ACVA)
CIK: 0001637873
Period of Report: 2021-03-26

Reporting Person: Hirsch Brian (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-26	Series A Preferred Stock	$	C	1449588	Disposed		Class B Common Stock (1449588)	Indirect
2021-03-26	Class B Common Stock	$	J	1449588	Acquired		Class A Common Stock (1449588)	Indirect
2021-03-26	Series A Preferred Stock	$	C	4348760	Disposed		Class B Common Stock (4348760)	Indirect
2021-03-26	Class B Common Stock	$	J	4348760	Acquired		Class A Common Stock (4348760)	Indirect
2021-03-26	Series B Preferred Stock	$	C	1307258	Disposed		Class B Common Stock (1307258)	Indirect
2021-03-26	Class B Common Stock	$	J	1307258	Acquired		Class A Common Stock (1307258)	Indirect
2021-03-26	Series B Preferred Stock	$	C	3921770	Disposed		Class B Common Stock (3921770)	Indirect
2021-03-26	Class B Common Stock	$	J	3921770	Acquired		Class A Common Stock (3921770)	Indirect
2021-03-26	Series C Preferred Stock	$	C	3422133	Disposed		Class B Common Stock (3422133)	Indirect
2021-03-26	Class B Common Stock	$	J	3422133	Acquired		Class A Common Stock (3422133)	Indirect
2021-03-26	Series C Preferred Stock	$	C	131620	Disposed		Class B Common Stock (131620)	Indirect
2021-03-26	Class B Common Stock	$	J	131620	Acquired		Class A Common Stock (131620)	Indirect
2021-03-26	Series C Preferred Stock	$	C	394861	Disposed		Class B Common Stock (394861)	Indirect
2021-03-26	Class B Common Stock	$	J	394861	Acquired		Class A Common Stock (394861)	Indirect
2021-03-26	Series D Preferred Stock	$	C	744332	Disposed		Class B Common Stock (744332)	Indirect
2021-03-26	Class B Common Stock	$	J	744332	Acquired		Class A Common Stock (744332)	Indirect
2021-03-26	Series D Preferred Stock	$	C	387053	Disposed		Class B Common Stock (387053)	Indirect
2021-03-26	Class B Common Stock	$	J	387053	Acquired		Class A Common Stock (387053)	Indirect
2021-03-26	Series E Preferred Stock	$	C	226031	Disposed		Class B Common Stock (226031)	Indirect
2021-03-26	Class B Common Stock	$	J	226031	Acquired		Class A Common Stock (226031)	Indirect
2021-03-26	Series E-1 Preferred Stock	$	C	42200	Disposed		Class B Common Stock (42200)	Indirect
2021-03-26	Class B Common Stock	$	J	42200	Acquired		Class A Common Stock (42200)	Indirect

Footnotes

F1: 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 automatically converted into Common Stock on a 1:1 basis and were reclassified into shares of Series B Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering.

F2: Each share of Class B Common Stock will convert automatically into shares of Class A common stock, on a one-to-one basis, upon the following: (1) the sale or transfer of such share of Class B Common Stock, subject to certain exceptions specified in the Issuer's amended and restated certificate of incorporation; (2) the death of the Reporting Person; and (3) the final conversion date, defined as the earlier of (a) the first trading day on or after the date on which the outstanding shares of Class B Common Stock represent less than 5.0% of the Issuer's then-outstanding Class A and Class B Common Stock; (b) the tenth anniversary of this offering; or (c) the date specified by vote of the holders of a majority of the outstanding shares of Class B Common Stock, voting as a single class.

F3: Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock, subject to a 4.99% beneficial ownership limitation which may be increased or decreased by the holder upon 61 days' notice to the Issuer.

F4: The securities are held by Tribeca Venture Fund II New York, L.P. ("TVFII NY"). Tribeca Venture Partners II GP, LLC ("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.

F5: The securities are held by Tribeca Venture Fund II, L.P. ("TVFII"). Tribeca Venture Partners II GP, LLC ("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.

F6: The securities are held by Tribeca Access Fund, L.P. ("TAF"). Tribeca Venture Partners II GP, LLC ("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 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.

F7: The securities are held by TACV, L.P. ("TACV"). Tribeca Venture Partners II GP, LLC ("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 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.