ACV Auctions Inc. — Director's Dealing 2021

Dec 15, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ACV Auctions Inc. (ACVA)
CIK: 0001637873
Period of Report: 2021-12-10

Reporting Person: Anderson Craig Eric (CCDSO and Chief Legal Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-12-10	Class A Common Stock	M	1900	—	Acquired	1900	Direct
2021-12-10	Class A Common Stock	S	1900	$20.00	Disposed	0	Direct
2021-12-13	Class A Common Stock	M	16535	—	Acquired	16535	Direct
2021-12-13	Class A Common Stock	S	16535	$20.08	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-12-10	Employee Stock Option (Right to Buy)	$0.66	M	1900	Disposed	2028-06-17	Class B Common Stock (1900)	Direct
2021-12-10	Class B Common Stock	$	M	1900	Acquired		Class A Common Stock (1900)	Direct
2021-12-10	Class B Common Stock	$	C	1900	Disposed		Class A Common Stock (1900)	Direct
2021-12-13	Employee Stock Option (Right to Buy)	$0.66	M	16535	Disposed	2028-06-17	Class B Common Stock (16535)	Direct
2021-12-13	Class B Common Stock	$	M	16535	Acquired		Class A Common Stock (16535)	Direct
2021-12-13	Class B Common Stock	$	C	16535	Disposed		Class A Common Stock (16535)	Direct

Footnotes

F1: Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock. Each share of Class B Common Stock will convert automatically into shares of Class A common stock, on a one-to-one basis, upon the following: (1) the sale or transfer of such share of Class B Common Stock, subject to certain exceptions specified in the Issuer's amended and restated certificate of incorporation; (2) the death of the Reporting Person; and (3) the final conversion date, defined as the earlier of (a) the first trading day on or after the date on which the outstanding shares of Class B Common Stock represent less than 5.0% of the Issuer's then-outstanding Class A and Class B Common Stock; (b) the tenth anniversary of this offering; or (c) the date specified by vote of the holders of a majority of the outstanding shares of Class B Common Stock, voting as a single class.

F2: Shares sold pursuant to a Rule 10b5-1 trading plan.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.00 to $20.02 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 ranges set forth in footnotes (3) and (4).

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.00 to $20.23 inclusive.

F5: One-fourth (1/4th) of the shares subject to the option award vested June 7, 2019, and thereafter one-forty-eighth of the shares subject to the option award vest monthly, subject to the Reporting Person's continuous service.