Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
ACV Auctions Inc.
(Name of Issuer)
Class A Common Stock, par value $0.001 per share
(Title of Class of Securities)
00091G104
(CUSIP Number)
December 31, 2022
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ X ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
CUSIP No. 00091G104
13G
Page 2 of 8 Pages
1.
NAMES OF REPORTING PERSONS OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Atreides Management, LP
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) [ ]
(b) [ x ]
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.
SOLE VOTING POWER
0
6.
SHARED VOTING POWER
10,172,319*
7.
SOLE DISPOSITIVE POWER
0
8.
SHARED DISPOSITIVE POWER
10,172,319*
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,172,319*
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) [ ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.64%*
12.
TYPE OF REPORTING PERSON (see instructions)
IA, PN
CUSIP No. 00091G104
13G
Page 3 of 8 Pages
1.
NAMES OF REPORTING PERSONS OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Atreides Management, LLC
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) [ ]
(b) [ x ]
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.
SOLE VOTING POWER
0
6.
SHARED VOTING POWER
10,172,319*
7.
SOLE DISPOSITIVE POWER
0
8.
SHARED DISPOSITIVE POWER
10,172,319*
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,172,319*
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) [ ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.64%*
12.
TYPE OF REPORTING PERSON (see instructions)
HC
CUSIP No. 00091G104
13G
Page 4 of 8 Pages
1.
NAMES OF REPORTING PERSONS OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Gavin Baker
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) [ ]
(b) [ x ]
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.
SOLE VOTING POWER
0
6.
SHARED VOTING POWER
10,172,319*
7.
SOLE DISPOSITIVE POWER
0
8.
SHARED DISPOSITIVE POWER
10,172,319*
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,172,319*
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) [ ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.64%*
12.
TYPE OF REPORTING PERSON (see instructions)
IN, HC
CUSIP No. 00091G104
13G
Page 5 of 8 Pages
Item 1.
(a)
Name of Issuer
ACV Auctions Inc. (the Issuer)
(b)
Address of Issuers Principal Executive Offices
640 Ellicott Street, #321, Buffalo, New York 14203
Item 2.
(a)
Name of Person Filing.
This statement is filed by:
(i) Atreides Management, LP, a Delaware limited partnership registered with the
U.S. Securities and Exchange Commission (the SEC), which serves as the
investment manager (the Investment Manager) to certain investment funds
and/or accounts (the Funds), with respect to the shares of Class A Common
Stock (as defined in Item 2(d) below) held by the Funds;
(ii) Atreides Management, LLC, a Delaware limited liability company (the GP),
which serves as the general partner to the Investment Manager, with respect
to the shares of Class A Common Stock held by the Funds; and
(iii) Gavin Baker, a United States citizen, who serves as the managing member
to the GP with respect to the shares of Class A Common Stock held by the
Funds.
The foregoing persons are hereinafter sometimes collectively referred to as
the Reporting Persons. Any disclosures herein with respect to persons
other than the Reporting Persons are made on information and belief after
making inquiry to the appropriate party.
(b)
Address of Principal Business Office
Atreides Management, LP
One International Place, Suite 4410
Boston, MA 02110
(c)
Citizenship
See response to Item 2(a).
(d)
Title of Class of Securities
Class A Common Stock, $0.001 par value per share
(e)
CUSIP Number
00091G104
CUSIP No. 00091G104
13G
Page 6 of 8 Pages
Item 3. If this statement is filed pursuant to Rules 13d-1(b) or 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).
(b)
[ ]
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)
[ ]
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d)
[ ]
Investment company registered under section 8 of the Investment Company Act
of 1940 (15 U.S.C. 80a-8).
(e)
[x]
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f)
[ ]
An employee benefit plan or endowment fund in accordance with
240.13d-1(b)(1)(ii)(F);
(g)
[x]
A parent holding company or control person in accordance with
240.13d-1(b)(1)(ii)(G);
(h)
[ ]
A savings associations as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813);
(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);
(j)
[ ]
Group, in accordance with 240.13d-1(b)(1)(ii)(J).
Item 4. Ownership.
The percentages used herein and in the rest of this Schedule 13G are calculated
based upon the 117,668,921 shares of Class A Common Stock reported to be
outstanding by the Issuer as of November 3, 2022 in its Form 10-Q for the
quarterly period ended September 30, 2022 filed with the SEC on November 9,
2022. Each Reporting Person hereby expressly disclaims beneficial ownership
in the securities reported in this Schedule 13G except to the extent of its
or his pecuniary interest therein (if any) and membership in a group as
that term is described in Rule 13d-5(b)(1) of the Securities Exchange Act of
1934, as amended.
(a) Amount beneficially owned: See Row 9 of cover page for each Reporting,
Person.
(b) Percent of class: See Row 11 of cover page for each Reporting Person.
(c) Number of shares as to which the person has: See Row 9 of cover page
for each Reporting Person.
(i) Sole power to vote or direct the vote: See Row 5 of cover page for
each Reporting Person.
(ii) Shared power to vote or direct the vote: See Row 6 of cover page for
each Reporting Person.
(iii) Sole power to dispose or direct the disposition: See Row 7 of cover page
for each Reporting Person.
(iv) Shared power to dispose or direct the disposition: See Row 8 of cover page
for each Reporting Person.
*Shares reported herein are owned by Atreides Foundation Master Fund LP,
Atreides Special Circumstances Fund, LLC Series A DIs, and certain
separately managed accounts managed by Atreides Management, LP.
CUSIP No. 00091G104
13G
Page 7 of 8 Pages
Item 5. Ownership of Five Percent or Less of a Class.
N/A
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Atreides Foundation Master Fund LP, a private investment vehicle managed
by Atreides Management, LP, has the right to receive and/or the power to
direct the receipt of dividends from, or the proceeds from the sale of, more
than five percent of the Class A Common Stock of the Issuer.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company.
N/A
Item 8. Identification and Classification of Members of the Group.
N/A
Item 9. Notice of Dissolution of Group.
N/A
Item 10. Certification.
Each Reporting Person hereby makes the following certification:
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired and are held in the ordinary course
of business and 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, other than
activities solely in connection with a nomination under 240.14a11.
Exhibits. Exhibit 99.1
Joint Filing Agreement, dated February 14, 2023, by and among the Reporting
Persons.
CUSIP No. 00091G104
13G
Page 8 of 8 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, 2023
ATREIDES MANAGEMENT, LP
By: /s/ Laura Malone
Laura Malone, General Counsel & CCO
ATREIDES MANAGEMENT, LLC
By: /s/ Laura Malone
Laura Malone, General Counsel & CCO
GAVIN BAKER
By: /s/ Gavin Baker
Gavin Baker, individually
Exhibit 99.1
JOINT FILING AGREEMENT
This Joint Filing Agreement, dated as of February 14, 2023, is by and among
Atreides Management, LP, Atreides Management, LLC and Gavin Baker
(collectively, the Filers).
Each of the Filers may be required to file with the United States Securities
and Exchange Commission a statement on Schedule 13D and/or 13G with respect to
shares of Class A Common Stock of ACV Auctions Inc. beneficially owned by them
from time to time.
Pursuant to and in accordance with Rule 13(d)(1)(k) promulgated under the
Securities Exchange Act of 1934, as amended, the Filers hereby agree to file a
single statement on Schedule 13D and/or 13G (and any amendments thereto) on
behalf of each of the Filers, and hereby further agree to file this Joint
Filing Agreement as an exhibit to such statement, as required by such rule.
This Joint Filing Agreement may be terminated by any of the Filers upon
written notice or such lesser period of notice as the Filers may mutually
agree.
Executed and delivered as of the date first above written.
ATREIDES MANAGEMENT, LP
By: /s/ Laura Malone
Laura Malone, General Counsel & CCO
ATREIDES MANAGEMENT, LLC
By: /s/ Laura Malone
Laura Malone, General Counsel & CCO
GAVIN BAKER
By: /s/ Gavin Baker
Gavin Baker, individually