ACV Auctions Inc. — Director's Dealing 2021

Mar 31, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ACV Auctions Inc. (ACVA)
CIK: 0001637873
Period of Report: 2021-03-26

Reporting Person: Mehta Vikas (Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-26	Common Stock	J	533853	—	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-26	Class B Common Stock	$	J	533853	Acquired		Class A Common Stock (533853)	Direct
2021-03-26	Series D Preferred	$	C	106333	Disposed		Class B Common Stock (106333)	Direct
2021-03-26	Class B Common Stock	$	J	106333	Acquired		Class A Common Stock (106333)	Direct
2021-03-26	Employee Stock Option (right to buy)	$2.00	J	491146	Disposed	2029-03-05	Common Stock (491146)	Direct
2021-03-26	Employee Stock Option (right to buy)	$2.00	J	491146	Acquired	2029-03-05	Class B Common Stock (491146)	Direct
2021-03-26	Restricted Stock Units	$	J	371247	Disposed		Common Stock (371247)	Direct
2021-03-26	Restricted Stock Units	$	J	371247	Acquired		Class B Common Stock (371247)	Direct

Footnotes

F1: Immediately prior to the closing of the Issuer's initial public offering, each share of Common Stock was reclassified into one share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7.

F2: 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.

F3: Each share of Series D Preferred Stock automatically converted into Common Stock on a 1:1 basis and were reclassified into shares of Series B Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering.

F4: One-fourth (1/4th) of the shares subject to the option award vested on January 22, 2020, and thereafter one-forty-eighth of the shares subject to the option award vest monthly, subject to the Reporting Person's continuous service.

F5: Each restricted stock unit ("RSU") represents a contingent right to receive one share of Issuer Common Stock.

F6: The RSUs vest with respect to one-sixteenth of the RSUs each quarter over a four-year period beginning on April 1, 2021, subject to the Reporting Person's continuous service.

F7: Each RSU represents a contingent right to receive one share of Issuer Class B Common Stock.