William Zerella - Mar 1, 2023 Form 4 Insider Report for ACV Auctions Inc. (ACVA)

Role: Chief Financial Officer
Signature: /s/ Michelle Webb, Attorney-in-fact
Stock symbol: ACVA
Transactions as of: Mar 1, 2023
Transactions value $: -$209,125
Form type: 4
Date filed: 3/3/2023, 04:48 PM
Previous filing: Feb 27, 2023
Next filing: Mar 16, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ACVA	Class A Common Stock	Conversion of derivative security		+2.5K	+1.81%		140K	Mar 1, 2023	Direct	F1
transaction	ACVA	Class A Common Stock	Conversion of derivative security		+15K	+10.69%		155K	Mar 1, 2023	Direct	F1
transaction	ACVA	Class A Common Stock	Sale	-$209K	-17.5K	-11.27%	$11.95	138K	Mar 1, 2023	Direct	F2, F3

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	Class B Common Stock	Conversion of derivative security	$0	-2.5K	-1.22%	$0.00	202K	Mar 1, 2023	Class A Common Stock	2.5K		Direct	F1, F4
transaction	ACVA	Employee Stock Option (Right to Buy)	Options Exercise	$0	-15K	-1.22%	$0.00	1.22M	Mar 1, 2023	Class B Common Stock	15K	$5.42	Direct	F5
transaction	ACVA	Class B Common Stock	Options Exercise	$0	+15K	+7.44%	$0.00	217K	Mar 1, 2023	Class A Common Stock	15K		Direct	F1, F4
transaction	ACVA	Class B Common Stock	Conversion of derivative security	$0	-15K	-6.93%	$0.00	202K	Mar 1, 2023	Class A Common Stock	15K		Direct	F1, F4

* 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 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 with an adoption date of December 7, 2022.
F3	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.75 to $12.19 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 range set forth in this footnote.
F4	Includes shares previously reported as restricted stock units.
F5	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.