ACV Auctions Inc. — Director's Dealing 2024

Sep 16, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ACV Auctions Inc. (ACVA)
CIK: 0001637873
Period of Report: 2024-09-12

Reporting Person: Anderson Craig Eric (CCDSO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-09-12	Class A Common Stock	M	7500	—	Acquired	335667	Direct
2024-09-12	Class A Common Stock	S	7500	$20	Disposed	328167	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-09-12	Employee Stock Option (Right to Buy)	$0.66	M	7500	Disposed	2028-06-17	Class B Common Stock (7500)	Direct
2024-09-12	Class B Common Stock	$	M	7500	Acquired		Class A Common Stock (7500)	Direct
2024-09-12	Class B Common Stock	$	C	7500	Disposed		Class A Common Stock (7500)	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 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.

F2: Shares sold pursuant to a Rule 10b5-1 trading plan entered into on September 15, 2023.

F3: These shares were sold in multiple transactions but in each transaction the shares were sold for $20.00 per share. 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 such transactions.

F4: One-fourth (1/4th) of the shares subject to the option award vested on June 7, 2019, and thereafter one-forty-eighth of the shares subject to the option award vested monthly, subject to the Reporting Person's continuous service.

F5: Includes shares previously reported as restricted stock units.