Form: 4

Statement of changes in beneficial ownership of securities

December 6, 2021

SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP


Filed 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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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Hirsch Brian
(Last) (First) (Middle)
C/O ACV AUCTIONS INC.
640 ELLICOTT STREET, #321
(Street)
BUFFALO NY 14203
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ACV Auctions Inc. [ ACVA ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/02/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 12/02/2021 C 744,332 A (1) 744,332 I By Tribeca Access Fund, L.P.(2)
Class A Common Stock 12/02/2021 C 241,766 A (1) 241,766 I By Tribeca ACV Holdings, LLC(3)
Class A Common Stock 12/02/2021 C 750,000 A (1) 750,000 I By Tribeca Venture Fund II, L.P.(4)
Class A Common Stock 12/02/2021 C 250,000 A (1) 250,000 I By Tribeca Venture Fund II New York, L.P.(5)
Class A Common Stock 12/03/2021 J(6) 744,332 D $0.00 0 I By Tribeca Access Fund, L.P.(2)
Class A Common Stock 12/03/2021 J(7) 241,766 D $0.00 0 I By Tribeca ACV Holdings, LLC(3)
Class A Common Stock 12/03/2021 J(8) 750,000 D $0.00 0 I By Tribeca Venture Fund II, L.P.(4)
Class A Common Stock 12/03/2021 J(9) 250,000 D $0.00 0 I By Tribeca Venture Fund II New York, L.P.(5)
Class A Common Stock 12/03/2021 J(10) 123,553 A $0.00 123,553 I By Tribeca Access Fund GP, LLC(11)
Class A Common Stock 12/03/2021 J(12) 217,117 A $0.00 217,117 I By Tribeca Venture Partners II GP, LLC(13)
Class A Common Stock 12/06/2021 S 60,928 D $21.4(14) 62,625 I By Tribeca Access Fund GP, LLC(11)
Class A Common Stock 12/06/2021 S 107,067 D $21.4(14) 110,050 I By Tribeca Venture Partners II GP, LLC(13)
Class A Common Stock 12/06/2021 S 9,724 D $22.13(15) 52,901 I By Tribeca Access Fund GP, LLC(11)
Class A Common Stock 12/06/2021 S 17,089 D $22.13(15) 92,961 I By Tribeca Venture Partners II GP, LLC(13)
Class A Common Stock 332,826 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock (1) 12/02/2021 C 744,332 (16) (16) Class A Common Stock 744,332 $0.00(16) 226,031 I By Tribeca Access Fund, L.P.(2)
Class B Common Stock (1) 12/02/2021 C 241,766 (16) (16) Class A Common Stock 241,766 $0.00(16) 42,200 I By Tribeca ACV Holdings, LLC(3)
Class B Common Stock (1) 12/02/2021 C 750,000 (16) (16) Class A Common Stock 750,000 $0.00(16) 5,821,210 I By Tribeca Venture Fund II, L.P.(4)
Class B Common Stock (1) 12/02/2021 C 250,000 (16) (16) Class A Common Stock 250,000 $0.00(16) 1,940,405 I By Tribeca Venture Fund II New York, L.P.(5)
Explanation of Responses:
1. These shares of Class B common stock were converted on a one-for-one basis into Class A common stock.
2. 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.
3. 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.
4. 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.
5. 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.
6. 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.
7. 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.
8. 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.
9. 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.
10. Represents receipt of shares in the distribution in kind described in footnote (6) .
11. 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.
12. Represents receipt of shares in the distributions in kind described in footnotes (7), (8) and (9) .
13. 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.
14. 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.
15. 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.
16. 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.
Remarks:
/s/ Brian Hirsch 12/06/2021
** 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 4 (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.