Form: 4

Statement of changes in beneficial ownership of securities

September 6, 2024

SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
X
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Peer Andrew
(Last) (First) (Middle)
C/O ACV AUCTIONS INC.
640 ELLICOTT ST., SUITE 321
(Street)
BUFFALO NY 14203
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ACV Auctions Inc. [ ACVA ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
VP, Corporate Controller
3. Date of Earliest Transaction (Month/Day/Year)
08/06/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 08/06/2021 A 14,674(1)(2) A $0 23,010 D
Class A Common Stock 06/02/2022 A 3,516(2)(3) A $0 26,526 D
Class A Common Stock 05/09/2023 A 20,625(2)(4) A $0 47,151 D
Class A Common Stock 06/04/2024 A 19,774(2)(5) A $0 66,925 D
Class A Common Stock 09/04/2024 S(6) 573 D $18.14(7) 66,352 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Represents restricted stock unit ("RSU") award that was previously not reported. The RSUs will vest in sixteen (16) substantially equal quarterly installments beginning on October 1, 2021, subject to the Reporting Person's continuous service through each such date
2. The restricted stock unit ("RSU") award included here was inadvertently absent from the prior filings due to an administrative error.
3. Represents a restricted stock unit ("RSU") award that was previously not reported. The RSUs will vest in twelve (12) substantially equal quarterly installments beginning on July 1, 2022, subject to the Reporting Person's continuous service through each such date
4. Represents a restricted stock unit ("RSU") award that was previously not reported. The RSUs will vest in sixteen (16) substantially equal quarterly installments beginning on July 1, 2023, subject to the Reporting Person's continuous service through each such date
5. Represents a restricted stock unit ("RSU") award that was previously not reported. The RSUs will vest in sixteen (16) substantially equal quarterly installments beginning on July 1, 2024, subject to the Reporting Person's continuous service through each such date
6. Shares sold pursuant to a Rule 10b5-1 trading plan enter into on June 13, 2024.
7. These shares were sold in a single transaction for $18.14 per share
Remarks:
/s/ Michelle Webb, Attorney-in-Fact 09/06/2024
** Signature of Reporting Person Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.