3: Initial statement of beneficial ownership of securities
Published on March 23, 2021
FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIESFiled 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 03/23/2021 |
3. Issuer Name and Ticker or Trading Symbol
ACV Auctions Inc. [ ACVA ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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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) |
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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) | ||
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series A Preferred Stock | (1) | (1) | Common Stock | 1,449,588(1)(2) | (1) | I | See footnote(3) |
Series A Preferred Stock | (1) | (1) | Common Stock | 4,348,760(1)(2) | (1) | I | See footnote(4) |
Series B Preferred Stock | (1) | (1) | Common Stock | 1,307,258(1)(2) | (1) | I | See footnote(3) |
Series B Preferred Stock | (1) | (1) | Common Stock | 3,921,770(1)(2) | (1) | I | See footnote(4) |
Series C Preferred Stock | (1) | (1) | Common Stock | 3,422,133(1)(2) | (1) | I | See footnote(5) |
Series C Preferred Stock | (1) | (1) | Common Stock | 131,620(1)(2) | (1) | I | See footnote(3) |
Series C Preferred Stock | (1) | (1) | Common Stock | 394,861(1)(2) | (1) | I | See footnote(4) |
Series D Preferred Stock | (1) | (1) | Common Stock | 744,332(1)(2) | (1) | I | See footnote(5) |
Series D Preferred Stock | (1) | (1) | Common Stock | 387,053(1)(2) | (1) | I | See footnote(6) |
Series E Preferred Stock | (1) | (1) | Common Stock | 226,031(1)(2) | (1) | I | See footnote(5) |
Series E-1 Preferred Stock | (1) | (1) | Common Stock | 42,200(1)(2) | (1) | I | See footnote(6) |
Explanation of Responses: |
1. 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 Issuer's initial public offering and have no expiration date. |
2. 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. |
3. 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. |
4. 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. |
5. 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. |
6. 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. |
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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.