UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

ACV AUCTIONS INC.

(Name of Issuer)

CLASS A COMMON STOCK, $0.001 PAR VALUE

(Title of Class of Securities)

00091G104

(CUSIP Number)

December 31, 2022

(Date of Event Which Requires Filing of This Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(1) Consists of: (i) 4,242,183 shares of the Issuer’s Class B Common Stock beneficially owned as of December 31, 2022, (ii) 46,406 shares of the Issuer’s Class B Common Stock issuable upon the vesting of a previously granted restricted stock unit award within 60 days of December 31, 2022, (iii) 1,852,730 shares of the Issuer’s Class B Common Stock issuable upon the exercise of outstanding stock options within 60 days of December 31, 2022, (iv) 19,667 Class A Common Stock beneficially owned as of December 31, 2022, and (v) 20,089 shares of the Issuer’s Class A Common Stock issuable upon the vesting of a previously granted restricted stock unit award within 60 days of December 31, 2022.

(2) Each share of the Issuer’s Class B Common Stock is convertible at any time into one share of the Issuer’s Class A Common Stock.

(3) This percentage is calculated based upon the quotient obtained by dividing (a) the aggregate number of shares of the Issuer’s Class A Common Stock and Class B Common Stock beneficially owned by the Reporting Person as set forth in Row 9 by (b) the sum of (i) 121,214,275 shares of the Issuer’s Class A Common Stock outstanding as of December 31, 2022, as reported by the Issuer to the Reporting Person, and (ii) 6,141,319 shares of the Issuer’s Class B Common Stock beneficially owned by the Reporting Person as of December 31, 2022. The aggregate number of shares of the Issuer’s Class B Common Stock beneficially owned by the Reporting Person as set forth in clauses “(a)” and “(b)” of this footnote are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person.

(4) Each share of Class A Common Stock is entitled to one vote and each share of Class B Common Stock is entitled to ten votes. There were 37,241,952 shares of Class B Common Stock outstanding as of December 31, 2021, as reported by the Issuer to the Reporting Person, including the 6,141,319 shares of Class B Common Stock beneficially owned by the Reporting Person as set forth in footnote “(3)” immediately above. The percentage reported does not reflect the ten for one voting power of the Class B Common Stock because these shares are treated as converted into Class A Common Stock for the purpose of this report.
 

ACV Auctions Inc. (the “Issuer”)

640 Ellicott Street, #321

Buffalo, New York 14203

George Chamoun (the “Reporting Person”)

c/o ACV Auctions Inc.

640 Ellicott Street, #321

Buffalo, New York 14203

The Reporting Person is a United States Citizen

Class A Common Stock, $0.001 par value per share

00091G104

Item 3

Not applicable.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1

(a) Amount beneficially owned: See responses to Item 9 on the attached cover pages.

(b) Percent of class: See responses to Item 11 on the attached cover pages.

(c) Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote: See responses to Item 5 on the attached cover pages.

(ii) Shared power to vote or to direct the vote: See responses to Item 6 on the attached cover pages.

(iii) Sole power to dispose or to direct the disposition of: See responses to Item 7 on the attached cover pages.

(iv) Shared power to dispose or to direct the disposition of: See responses to Item 8 on the attached cover pages.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. ☒

Not applicable.

Not applicable.

Not applicable.

Not applicable.

Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 14, 2023