Eileen A. Kamerick - May 25, 2021 Form 4 Insider Report for ACV Auctions Inc. (ACVA)

Role: Director
Signature: /s/ Michelle Webb, attorney-in-fact
Stock symbol: ACVA
Transactions as of: May 25, 2021
Transactions value $: -$317,750
Form type: 4
Date filed: 5/26/2023, 04:47 PM
Next filing: Jun 17, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ACVA	Class A Common Stock	Options Exercise		+25K			25K	May 25, 2023	Direct	F1
transaction	ACVA	Class A Common Stock	Sale	-$430K	-25K	-100%	$17.21	0	May 25, 2023	Direct	F2

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	Stock Option (right to buy)	Options Exercise	$0	-25K	-17.42%	$0.00	118K	May 25, 2023	Class B Common Stock	25K	$4.50	Direct	F3
transaction	ACVA	Class B Common Stock	Options Exercise	$113K	+25K		$4.50	25K	May 25, 2023	Class A Common Stock	25K		Direct	F1
transaction	ACVA	Class B Common Stock	Conversion of derivative security	$0	-25K	-100%	$0.00^*	0	May 25, 2023	Class A Common Stock	25K		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 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	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $17.11 to $17.34 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.
F3	The stock options vested or shall vest in twelve (12) equal quarterly installments, with the first vesting having occurred on June 5, 2020, subject to the Reporting Person's continuous service through each such date.