Sec Form 4 Filing - Hirsch Brian @ ACV Auctions Inc. - 2021-12-02

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Hirsch Brian 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) (Last) (First) (Middle) C/O ACV AUCTIONS INC., 640 ELLICOTT STREET, #321 3. Date of Earliest Transaction (MM/DD/YY) 12/02/2021 (Street) BUFFALO, NY14203 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 744,332 I By Tribeca Access Fund, L.P.( 2 ) Class A Common Stock 12/02/2021 C 241,766 A 241,766 I By Tribeca ACV Holdings, LLC( 3 ) Class A Common Stock 12/02/2021 C 750,000 A 750,000 I By Tribeca Venture Fund II, L.P.( 4 ) Class A Common Stock 12/02/2021 C 250,000 A 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 0 I By Tribeca Access Fund, L.P.( 2 ) Class A Common Stock 12/03/2021 J( 7 ) 241,766 D $ 0 0 I By Tribeca ACV Holdings, LLC( 3 ) Class A Common Stock 12/03/2021 J( 8 ) 750,000 D $ 0 0 I By Tribeca Venture Fund II, L.P.( 4 ) Class A Common Stock 12/03/2021 J( 9 ) 250,000 D $ 0 0 I By Tribeca Venture Fund II New York, L.P.( 5 ) Class A Common Stock 12/03/2021 J( 10 ) 123,553 A $ 0 123,553 I By Tribeca Access Fund GP, LLC( 11 ) Class A Common Stock 12/03/2021 J( 12 ) 217,117 A $ 0 217,117 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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( 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( 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( 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( 16 ) 1,940,405 I By Tribeca Venture Fund II New York, L.P.( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Hirsch Brian C/O ACV AUCTIONS INC. 640 ELLICOTT STREET, #321 BUFFALO, NY14203 X Signatures /s/ Brian Hirsch 12/06/2021 Signature of Reporting Person Date

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 hispecuniary 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.

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).

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