ACV Auctions Inc. — Director's Dealing 2024

Jun 6, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ACV Auctions Inc. (ACVA)
CIK: 0001637873
Period of Report: 2024-06-03

Reporting Person: ZERELLA WILLIAM (Chief Financial Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-06-03	Employee Stock Option (Right to Buy)	$5.42	M	631239	Disposed	2030-10-26	Class B Common Stock (631239)	Direct
2024-06-03	Class B Common Stock	$	M	631239	Acquired		Class A Common Stock (631239)	Direct

Footnotes

F1: One-fourth (1/4th) of the shares subject to the option award vested on September 14,2021, and thereafter one-forty-eighth of the shares subject to the option award vest monthly, subject to the Reporting Person's continuous service.

F2: Column 9 includes a correction of the Form 4 filed by Reporting Person on April 12, 2023, in which, due to an administrative error, the Reporting Person accidentally misstated the Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) for Employee Stock Option. The Reporting Person inadvertently failed to deduct 15,000 Employee Stock Options from the corresponding Number of Derivative Securities Beneficially Owned Following Reported Transaction(s). Such Employee Stock Options were properly reported as disposed of on such Form 4. The Form 4 of this date properly sets forth the Number of Derivative Securities Beneficially Owned Following Reported Transaction(s).

F3: 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.