Craig Eric Anderson - Dec 10, 2021 Form 4 Insider Report for ACV Auctions Inc. (ACVA)

Role: CCDSO and Chief Legal Officer
Signature: /s/ Trey Reilly, Attorney-in-Fact
Stock symbol: ACVA
Transactions as of: Dec 10, 2021
Transactions value $: -$357,856
Form type: 4
Date filed: 12/14/2021, 05:06 PM
Previous filing: Nov 23, 2021
Next filing: Apr 18, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ACVA	Class A Common Stock	Options Exercise		+1.9K			1.9K	Dec 10, 2021	Direct	F1
transaction	ACVA	Class A Common Stock	Sale	-$38K	-1.9K	-100%	$20.00	0	Dec 10, 2021	Direct	F2, F3
transaction	ACVA	Class A Common Stock	Options Exercise		+16.5K			16.5K	Dec 13, 2021	Direct	F1
transaction	ACVA	Class A Common Stock	Sale	-$332K	-16.5K	-100%	$20.08	0	Dec 13, 2021	Direct	F2, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	ACVA	Employee Stock Option (Right to Buy)	Options Exercise	$0	-1.9K	-0.4%	$0.00	475K	Dec 10, 2021	Class B Common Stock	1.9K	$0.66	Direct	F5
transaction	ACVA	Class B Common Stock	Options Exercise	$1.25K	+1.9K		$0.66^*	1.9K	Dec 10, 2021	Class A Common Stock	1.9K		Direct	F1
transaction	ACVA	Class B Common Stock	Conversion of derivative security	$0	-1.9K	-100%	$0.00^*	0	Dec 10, 2021	Class A Common Stock	1.9K		Direct	F1
transaction	ACVA	Employee Stock Option (Right to Buy)	Options Exercise	$0	-16.5K	-3.48%	$0.00	458K	Dec 13, 2021	Class B Common Stock	16.5K	$0.66	Direct	F5
transaction	ACVA	Class B Common Stock	Options Exercise	$10.9K	+16.5K		$0.66^*	16.5K	Dec 13, 2021	Class A Common Stock	16.5K		Direct	F1
transaction	ACVA	Class B Common Stock	Conversion of derivative security	$0	-16.5K	-100%	$0.00^*	0	Dec 13, 2021	Class A Common Stock	16.5K		Direct	F1

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
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.