Statement of Changes in Beneficial Ownership (4)
01 December 2021 - 10:18AM
Edgar (US Regulatory)
FORM 4
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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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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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1. Name and Address of Reporting Person
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GOODMAN ROBERT P |
2. Issuer Name and Ticker or Trading Symbol
ACV Auctions Inc.
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ACVA
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O ACV AUCTIONS INC., 640 ELLICOTT STREET, #321 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/26/2021 |
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(Street)
BUFFALO, NY 14203
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Class A Common Stock | 11/26/2021 | | S | | 11737 (1) | D | $21.10 (1) | 517120 | D | |
| Class A Common Stock | 11/26/2021 | | S | | 2065 (2) | D | $21.10 (2) | 30556 | I | See footnote (3) |
| Class A Common Stock | 11/26/2021 | | S | | 3649 (4) | D | $21.00 (4) | 53995 | I | See footnote (5) |
| Class A Common Stock | 11/29/2021 | | S | | 11737 (6) | D | $21.30 (6) | 479072 | D | |
| Class A Common Stock | 11/29/2021 | | S | | 14062 (7) | D | $21.30 (7) | 16494 | I | See footnote (3) |
| Class A Common Stock | 11/29/2021 | | S | | 24850 (8) | D | $21.30 (8) | 29145 | I | See footnote (5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 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 |
| Explanation of Responses: |
| (1) | On November 26, 2021, the Reporting Person sold 11,737 shares of Class A Common Stock of the Issuer (the "Shares"). The Shares were sold in multiple executions at a price per share ranging from $21.00 to $21.21, with an average execution price per share of $21.10. The Reporting Person hereby undertakes, upon request of the Staff of the U.S. Securities and Exchange Commission, the Issuer or a security holder of the Issuer, to provide full information regarding such individual executions. |
| (2) | On November 26, 2021, the NB Group, LLC ("NB Group") sold 4,338 shares of Class A Common Stock of the Issuer (the "NB Shares"). The NB Shares were sold in multiple executions at a price per share ranging from $21.00 to $21.21, with an average execution price per share of $21.10. The Reporting Person hereby undertakes, upon request of the Staff of the U.S. Securities and Exchange Commission, the Issuer or a security holder of the Issuer, to provide full information regarding such individual executions. |
| (3) | The shares reported are held by the NB Group. NB Group is controlled by the Reporting Person, and the Reporting Person disclaims beneficial ownership of the shares held by this entity, except to the extent of his pecuniary interest therein, if any. |
| (4) | On November 26, 2021, Cracktuxet II, LLC ("Cracktuxet II") sold 7,666 shares of Class A Common Stock of the Issuer (the " Cracktuxet Shares"). The Cracktuxet Shares were sold in multiple executions at a price per share ranging from $21.00 to $21.21, with an average execution price per share of $21.10. The Reporting Person hereby undertakes, upon request of the Staff of the U.S. Securities and Exchange Commission, the Issuer or a security holder of the Issuer, to provide full information regarding such individual executions. |
| (5) | The shares reported are held by Cracktuxet II. Cracktuxet II is controlled by the Reporting Person, and the Reporting Person disclaims beneficial ownership of the shares held by this entity, except to the extent of his pecuniary interest therein, if any. |
| (6) | On November 29, 2021, the Reporting Person sold 11,737 shares of Class A Common Stock of the Issuer (the "11/29 Shares"). The 11/29 Shares were sold in multiple executions at a price per share ranging from $21.00 to $21.46, with an average execution price per share of $21.30. The Reporting Person hereby undertakes, upon request of the Staff of the U.S. Securities and Exchange Commission, the Issuer or a security holder of the Issuer, to provide full information regarding such individual executions. |
| (7) | On November 29, 2021, the NB Group sold 14,062 shares of Class A Common Stock of the Issuer (the "11/29 NB Shares"). The 11/29 NB Shares were sold in multiple executions at a price per share ranging from $21.00 to $21.46, with an average execution price per share of $21.30. The Reporting Person hereby undertakes, upon request of the Staff of the U.S. Securities and Exchange Commission, the Issuer or a security holder of the Issuer, to provide full information regarding such individual executions. |
| (8) | On November 29, 2021, Cracktuxet II sold 29,145 shares of Class A Common Stock of the Issuer (the "11/29 Cracktuxet Shares"). The 11/29 Cracktuxet Shares were sold in multiple executions at a price per share ranging from $21.00 to $21.46, with an average execution price per share of $21.30. The Reporting Person hereby undertakes, upon request of the Staff of the U.S. Securities and Exchange Commission, the Issuer or a security holder of the Issuer, to provide full information regarding such individual executions. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
GOODMAN ROBERT P
C/O ACV AUCTIONS INC.
640 ELLICOTT STREET, #321
BUFFALO, NY 14203 | X |
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Signatures
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| /s/ Robert P. Goodman | | 11/30/2021 |
| **Signature of Reporting Person | Date |
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