| CUSIP No. 00091G104 | Schedule 13G/A | Page 15 of 19 Pages |
| Item 1. | | (a) Name of Issuer |
ACV Auctions Inc.
| Item 1. | | (b) Address of Issuer’s Principal Executive Offices |
640 Ellicott Street, #321, Buffalo, New York 14203
| Item 2. | | (a, b, c) Names of Person Filing, Address of Principal Business Office, Citizenship: |
Summit Partners Public Asset Management, LLC (“SPPAM”), the investment manager with respect to the shares directly held by Summit Partners Concentrated Growth L/S Master Fund, L.P., Summit Partners Sustainable Opportunities L/S QP Fund, L.P., Summit Partners Sustainable Opportunities L/S Fund, L.P., Summit Partners Sustainable Opportunities L/S Fund Limited, and Summit Partners Technology L/S Master Fund, L.P. (collectively the "Funds") and separately managed accounts. SPPAM is a Delaware limited liability company located at 222 Berkeley Street, 18th Floor, Boston, MA 02116.
Summit Partners, L.P. (“SP”), the Managing Member of SPPAM, with respect to the shares directly held by the Funds. SP is a Delaware limited partnership located at 222 Berkeley Street, 18th Floor, Boston, MA 02116.
Summit Partners Concentrated Growth L/S Master Fund, L.P., a Cayman Islands limited partnership, with respect to the shares directly owned by it. The entity’s registered office is c/o Walker Corporate Limited, Cayman Corporate Centre, 27 Hospital Road, George Town, Grand Cayman KY1-9008, Cayman Islands.
Summit Partners Technology L/S Master Fund, L.P., a Cayman Islands limited partnership, with respect to the shares directly owned by it. The entity’s registered office is c/o Walker Corporate Limited, Cayman Corporate Centre, 27 Hospital Road, George Town, Grand Cayman KY1-9008, Cayman Islands.
Summit Partners Sustainable Opportunities L/S Fund Limited, a Cayman Islands exempted company, with respect to the shares directly owned by it. This entity's registered office is c/o Walker Corporate Limited, Cayman Corporate Centre, 27 Hospital Road, George Town, Grand Cayman KY1-9008, Cayman Islands.
Summit Partners Sustainable Opportunities L/S QP Fund, L.P., a Delaware limited partnership, with respect to the shares directly owned by it. This entity's registered office is c/o Summit Partners, 222 Berkeley Street, FL 18, Boston, MA 02116.
Summit Partners Sustainable Opportunities L/S Fund, L.P., a Delaware limited partnership, with respect to the shares directly owned by it, if any. This entity's registered office is c/o Summit Partners, 222 Berkeley Street, FL 18, Boston, MA 02116.
Summit Partners Alydar GP, L.P. (“Fund GP”), the general partner of Summit Partners Concentrated Growth L/S Master Fund, L.P., Summit Partners Sustainable Opportunities L/S QP Fund, L.P., Summit Partners Sustainable Opportunities L/S Fund, L.P., and Summit Partners Technology L/S Master Fund, L.P with respect to the shares directly held by those entities. Fund GP is a Delaware limited partnership located at 222 Berkeley Street, 18th Floor, Boston, MA 02116.
Summit Partners Alydar GP, LLC (“GP”), the general partner of Fund GP with respect to the shares directly held by the Summit Partners Concentrated Growth L/S Master Fund, L.P., Summit Partners Sustainable Opportunities L/S QP Fund, L.P., Summit Partners Sustainable Opportunities L/S Fund, L.P., and Summit Partners Technology L/S Master Fund, L.P. GP is a Delaware limited liability company located at 222 Berkeley Street, 18th Floor, Boston, MA 02116.
Philip Furse, the Chief Investment Officer of SPPAM and a Portfolio Manager of SPPAM with respect to the shares directly held by the Funds and the separately managed accounts of SPPAM. Mr. Furse is a United States Citizen with a business address at 222 Berkeley Street, 18th Floor, Boston, MA 02116.
Timothy Albright, a Portfolio Manager of SPPAM with respect to the shares directly held by the Funds and the separately managed accounts of SPPAM. Mr. Albright is a United States Citizen with a business address at 222 Berkeley Street, 18th Floor, Boston, MA 02116.
Robert MacAulay, the Chief Risk Officer of SPPAM with respect to the shares directly held by the Funds and the separately managed accounts of SPPAM. Mr. MacAulay is a United States Citizen with a business address at 222 Berkeley Street, 18th Floor, Boston, MA 02116.
Matthew Curtis, a Portfolio Manager of SPPAM with respect to the shares directly held by the Funds and the separately managed accounts of SPPAM. Mr. Curtis is a United States Citizen with a business address at 222 Berkeley Street, 18th Floor, Boston, MA 02116.
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."
| Item 2. | | (d) Title of Class of Securities |
Class A Common Stock, par value $0.001 per share (the “Common Stock”)
00091G104
| CUSIP No. 00091G104 | Schedule 13G/A | Page 16 of 19 Pages |
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Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| | (a) | ¨ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
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| | (b) | ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
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| | (c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
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| | (d) | ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
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| | (e) | o | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
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| | (f) | ¨ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
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| | (g) | ¨ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
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| | (h) | ¨ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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| | (i) | ¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
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| | (j) | ¨ | A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); |
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| | (k) | ¨ | A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: |
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Not Applicable
| CUSIP No. 00091G104 | Schedule 13G/A | Page 17 of 19 Pages |
Item 4. Ownership
Information with respect to the Reporting Persons' ownership of the Common Stock is as of December 31, 2021 and is incorporated by reference to items (5) - (9) and (11) of the cover page of the respective Reporting Person.
The percentage of beneficial ownership is determined by dividing the number of shares beneficially owned by the Reporting Persons, 1,310,050, by 93,285,078, the number of shares issued and outstanding as of November 3, 2021 according to the issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2021.
By virtue of the affiliate relationships among the Reporting Persons and by virtue of Mr. Furse being the Chief Investment Officer of SPPAM and a Portfolio Manager of SPPAM, Mr. Albright being a Portfolio Manager of SPPAM, Mr. MacAulay being the Chief Risk Officer of SPPAM, and Mr. Curtis being a Portfolio Manager of SPPAM, each Reporting Person may have been deemed to own beneficially all of the shares of Common Stock of the issuer. Each of the Reporting Persons expressly disclaims beneficial ownership of any shares of Common Stock.
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X].
Item 6. Ownership of More Than Five Percent on Behalf of Another Person
Shares of Common Stock representing 107,351 shares reported in this statement are held of record by separately managed accounts of SPPAM, which have the right to receive dividends from and proceeds from the sale of such shares. Such interests do not relate to more than 5 percent of the outstanding Common Stock.
Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
Not Applicable.
Item 8. Identification and Classification of Members of the Group
Not Applicable.
Item 9. Notice of Dissolution of Group
Not Applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
| CUSIP No. 00091G104 | Schedule 13G/A | Page 18 of 19 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2022
