Sec Form 4 Filing - GOODMAN ROBERT P @ ACV Auctions Inc. - 2021-09-09

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person GOODMAN ROBERT P 2. Issuer Name and Ticker or Trading Symbol ACV Auctions Inc. [ ACVA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O ACV AUCTIONS INC., 640 ELLICOTT STREET, #321 3. Date of Earliest Transaction (MM/DD/YY) 09/09/2021 (Street) BUFFALO, NY14203 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 09/09/2021 S 31,755 ( 1 ) D $ 20.21 ( 1 ) 467,125 ( 2 ) D Class A Common Stock 09/10/2021 S 22,827 ( 3 ) D $ 20.12 ( 3 ) 603,236 ( 4 ) D Class A Common Stock 36,959 ( 5 ) ( 6 ) I See footnote ( 5 ) Class A Common Stock 65,310 ( 7 ) ( 8 ) I See footnote ( 7 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GOODMAN ROBERT P C/O ACV AUCTIONS INC. 640 ELLICOTT STREET, #321 BUFFALO, NY14203 X Signatures /s/ Robert P. Goodman 09/13/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On September 9, 2021, the Reporting Person sold 31,755 shares of Class A Common Stock of the Issuer (the "Shares"). The Shares were sold in multiple executions at a price per share ranging from $20.01 to $20.38, with an average execution price per share of $20.21. The Reporting Person hereby undertakes, upon request of the Staff of the U.S. Securities and Exchange Commission, the Issuer or a security holder of the Issuer, to provide full information regarding such individual executions. ( 2 )Includes 160,018 shares of Class A Common Stock received by the Reporting Person in one or more pro rata distributions-in-kind from Bessemer Venture Partners IX L.P. ("BVP IX"), Bessemer Venture Partners IX Institutional L.P. ("BVP IX Inst"), 15 Angels III LLC. ("15 Angels"), Deer IX & Co. Ltd. ("Deer Ltd."), and Deer IX & Co. L.P. ("Deer L.P." together with BVP IX Inst, BVP IX, 15 Angels, and Deer Ltd. the "BVP IX Entities"), on August 19, 2021, which distributions were made in accordance with the exemption afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). ( 3 )On September 10, 2021, the Reporting Person sold 22,827 shares of Class A Common Stock of the Issuer (the "Second Shares"). The Second Shares were sold in multiple executions at a price per share ranging from $20.00 to $20.41, with an average execution price per share of $20.12. The Reporting Person hereby undertakes, upon request of the Staff of the U.S. Securities and Exchange Commission, the Issuer or a security holder of the Issuer, to provide full information regarding such individual executions. ( 4 )Includes 158,938 shares of Class A Common Stock received by the Reporting Person in one or more pro rata distributions-in-kind from the BVP IX Entities on September 10, 2021, which distributions were made in accordance with the exemption afforded by Rules 16a-13 and 16a-9 of the Exchange Act. ( 5 )The shares reported are held by NB Group, LLC ("NB Group"). NB Group is controlled by the Reporting Person, and the Reporting Person disclaims beneficial ownership of the shares held by this entity, except to the extent of his pecuniary interest therein, if any. ( 6 )Includes 7,394 shares and 7,391 shares of Class A Common Stock received by NB Group in one or more pro rata distributions-in-kind from the BVP IX Entities on August 19, 2021 and September 10, 2021, respectively, which distributions were made in accordance with the exemption afforded by Rules 16a-13 and 16a-9 of the Exchange Act. ( 7 )The shares reported are held by Cracktuxet II, LLC ("Cracktuxet II"). Cracktuxet II is controlled by the Reporting Person, and the Reporting Person disclaims beneficial ownership of the shares held by this entity, except to the extent of his pecuniary interest therein, if any. ( 8 )Includes 13,061 shares and 13,061 shares of Class A Common Stock received by Cracktuxet II in one or more pro rata distributions-in-kind from the BVP IX Entities on August 19, 2021 and September 10, 2021, respectively, which distributions were made in accordance with the exemption afforded by Rules 16a-13 and 16a-9 of the Exchange Act.

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