Sec Form 4 Filing - GOODMAN ROBERT P @ ACV Auctions Inc. - 2023-05-11

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) 05/11/2023 (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 05/11/2023 C 0 ( 2 ) A $ 0 ( 1 ) 0 ( 2 ) I See Footnotes ( 2 ) ( 3 ) Class A Common Stock 05/11/2023 S( 4 ) 0 ( 3 ) D $ 0 ( 4 ) 0 I See Footnote ( 3 ) Class A Common Stock 05/12/2023 S( 6 ) 238,643 ( 6 ) D $ 16 ( 6 ) 276,550 D ( 6 ) Class A Common Stock 05/12/2023 S( 7 ) 22,173 ( 7 ) D $ 16 ( 7 ) 0 I See Footnote ( 7 ) Class A Common Stock 05/12/2023 S( 8 ) 13,061 ( 8 ) D $ 16 ( 8 ) 0 I See Footnote ( 8 ) Class A Common Stock 05/12/2023 S( 9 ) 26,123 ( 9 ) D $ 16 ( 9 ) 0 I See Footnote ( 9 )

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 Class B Common Stock ( 1 ) 05/11/2023 C 0 ( 2 ) ( 1 ) ( 1 ) Class A Common Stock 0 ( 2 ) $ 0 ( 1 ) 0 ( 3 ) ( 5 ) I See Footnotes ( 3 ) ( 5 )

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 05/15/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each share of Class B Common Stock is convertible without payment or consideration into one share of Class A Common Stock at the option of the holder and has no expiration date. ( 2 )Represents 1,650,420 shares converted from Class B Common Stock to Class A Common Stock by Bessemer Venture Partners IX L.P. ("BVP IX"), 1,322,238 shares converted from Class B Common Stock to Class A Common Stock by Bessemer Venture Partners IX Institutional L.P. ("BVP IX Inst"), and 27,342 shares converted from Class B Common Stock to Class A Common Stock by 15 Angels III LLC. ("15 Angels" and together with BVP IX and BVP IX Inst, the "BVP IX Funds"). ( 3 )The Reporting Person is a director of Deer IX & Co. Ltd ("Deer IX Ltd."), which is the general partner of Deer IX & Co. L.P. ("Deer IX LP"), which is the general partner of each of 15 Angels III LLC ("15 Angels"), BVP IX Inst and BVP IX (collectively, the "Funds"). The Reporting Person disclaims beneficial ownership of the securities held by the Funds, except to the extent of his pecuniary interest, if any, in such securities by virtue of his interest in Deer IX Ltd. and Deer IX LP and his indirect limited partnership interest in the Funds. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities. ( 4 )On May 11, 2023, BVP IX, BVP IX Inst, and 15 Angels sold 1,650,420 shares, 1,322,238 shares and 27,342 shares, respectively, of Class A Common Stock of ACV Auctions, Inc in a single execution at a stock price of $16.03 per share. ( 5 )After the reported transaction, BVP IX, BVP IX Inst, and 15 Angels own 7,616,771 shares, 6,102,194 shares and 126,187 shares, respectively, of Class B Common Stock. ( 6 )On May 12, 2023, the Reporting Person sold 238,643 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 $16.00 to $16.22, with an average execution price per share of $16.00. 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. The shares are directly held by the Reporting Person. ( 7 )On May 12, 2023, the Reporting Person sold 22,173 shares of Class A Common Stock of the Issuer (the "NB Shares"). The NB Shares were sold in multiple executions at a price per share ranging from $16.00 to $16.22, with an average execution price per share of $16.00. 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. The shares are directly 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. ( 8 )On May 12, 2023, the Reporting Person sold 13,061 shares of Class A Common Stock of the Issuer (the " Crack Shares"). The Crack Shares were sold in multiple executions at a price per share ranging from $16.00 to $16.22, with an average execution price per share of $16.00. 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. The shares are directly 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. ( 9 )On May 12, 2023, the Reporting Person sold 26,123 shares of Class A Common Stock of the Issuer (the "Katama Shares"). The Katama Shares were sold in multiple executions at a price per share ranging from $16.00 to $16.22, with an average execution price per share of $16.00. 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. The shares are directly held by Katama Point LLC ("Katama"). Katama 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.

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).

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