Sec Form 4 Filing - Mehta Vikas @ ACV Auctions Inc. - 2021-03-26

Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security.

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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 *
Mehta Vikas
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)
Chief Operating Officer
(Last)
(First)
(Middle)
C/O ACV AUCTIONS INC., 640 ELLICOTT STREET, #321
3. Date of Earliest Transaction (MM/DD/YY)
03/26/2021
(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
Common Stock 03/26/2021 J 533,853 ( 1 ) D 0 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 (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 ( 2 ) 03/26/2021 J 533,853 ( 2 ) ( 2 ) Class A Common Stock 533,853 $ 0 533,853 D
Series D Preferred ( 3 ) 03/26/2021 C 106,333 ( 3 ) ( 3 ) Class B Common Stock ( 2 ) 106,333 $ 0 0 D
Class B Common Stock ( 2 ) 03/26/2021 J 106,333 ( 2 ) ( 2 ) Class A Common Stock 106,333 $ 0 640,186 D
Employee Stock Option (right to buy) $ 2 03/26/2021 J 491,146 ( 4 ) 03/05/2029 Common Stock ( 1 ) 491,146 $ 0 0 D
Employee Stock Option (right to buy) $ 2 03/26/2021 J 491,146 ( 4 ) 03/05/2029 Class B Common Stock 491,146 $ 0 491,146 D
Restricted Stock Units ( 5 ) 03/26/2021 J 371,247 ( 6 ) ( 6 ) Common Stock ( 1 ) 371,247 $ 0 0 D
Restricted Stock Units ( 7 ) 03/26/2021 J 371,247 ( 6 ) ( 6 ) Class B Common Stock 371,247 $ 0 371,247 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Mehta Vikas
C/O ACV AUCTIONS INC.
640 ELLICOTT STREET, #321
BUFFALO, NY14203
Chief Operating Officer
Signatures
/s/ Jason Minio, Attorney-in-Fact 03/30/2021
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Immediately prior to the closing of the Issuer's initial public offering, each share of Common Stock was reclassified into one share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7.
( 2 )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 first trading day on or after the date on which the outstanding shares of Class B Common Stock represent less than 5.0% of the Issuer's then-outstanding Class A and Class B Common Stock; (b) the tenth anniversary of this offering; or (c) the date specified by vote of the holders of a majority of the outstanding shares of Class B Common Stock, voting as a single class.
( 3 )Each share of Series D Preferred Stock automatically converted into Common Stock on a 1:1 basis and were reclassified into shares of Series B Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering.
( 4 )One-fourth (1/4th) of the shares subject to the option award vested on January 22, 2020, and thereafter one-forty-eighth of the shares subject to the option award vest monthly, subject to the Reporting Person's continuous service.
( 5 )Each restricted stock unit ("RSU") represents a contingent right to receive one share of Issuer Common Stock.
( 6 )The RSUs vest with respect to one-sixteenth of the RSUs each quarter over a four-year period beginning on April 1, 2021, subject to the Reporting Person's continuous service.
( 7 )Each RSU represents a contingent right to receive one share of Issuer Class B Common Stock.

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).

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