ACV Auctions Inc. — Director's Dealing 2023

May 10, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ACV Auctions Inc. (ACVA)
CIK: 0001637873
Period of Report: 2023-05-08

Reporting Person: Mehta Vikas (Chief Operating Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-05-08	Employee Stock Option (Right to Buy)	$2.00	M	35000	Disposed	2029-03-05	Class B Common Stock (35000)	Direct
2023-05-08	Class B Common Stock	$	M	35000	Acquired		Class A Common Stock (35000)	Direct

Footnotes

F1: 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.

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 last trading day of the fiscal quarter immediately following the tenth anniversary of the effective date of the Issuer's tenth amended and restated certificate of incorporation; (b) the last trading day of the fiscal quarter during which the then-outstanding shares of Class B Common Stock first represent less than 5% of the aggregate number of then-outstanding shares of Class A Common Stock and Class B Common Stock.