AI assistant
ACV Auctions Inc. — Director's Dealing 2024
Dec 31, 2024
31779_dirs_2024-12-31_47dc8938-00f6-40d6-a60d-aced16959eb7.zip
Director's Dealing
Open in viewerOpens in your device viewer
SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: ACV Auctions Inc. (ACVA)
CIK: 0001637873
Period of Report: 2024-12-30
Reporting Person: ZERELLA WILLIAM (Chief Financial Officer)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2024-12-30 | Class A Common Stock | M | 25000 | — | Acquired | 515482 | Direct |
| 2024-12-30 | Class A Common Stock | C | 7500 | — | Acquired | 522982 | Direct |
| 2024-12-30 | Class A Common Stock | S | 32500 | $21.65 | Disposed | 490482 | Direct |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2024-12-30 | Employee Stock Option (Right to Buy) | $5.42 | M | 25000 | Disposed | 2030-10-26 | Class B Common Stock (25000) | Direct |
| 2024-12-30 | Class B Common Stock | $ | M | 25000 | Acquired | Class A Common Stock (25000) | Direct | |
| 2024-12-30 | Class B Common Stock | $ | C | 25000 | Disposed | Class A Common Stock (25000) | Direct | |
| 2024-12-30 | Class B Common Stock | $ | C | 7500 | Disposed | Class A Common Stock (7500) | Direct |
Footnotes
F1: 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 last trading day of the fiscal quarter immediately following the tenth anniversary of the effective date of the Issuer's tenth amended and restated certificate of incorporation; (b) the last trading day of the fiscal quarter during which the then-outstanding shares of Class B Common Stock first represent less than 5% of the aggregate number of then-outstanding shares of Class A Common Stock and Class B Common Stock.
F2: Shares sold pursuant to a Rule 10b5-1 trading plan enter into on August 30, 2023
F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.12 to $21.99 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
F4: One-fourth (1/4th) of the shares subject to the option award vested on September 14,2021, and thereafter one-forty-eighth of the shares subject to the option award vested monthly, subject to the Reporting Person's continuous service.
F5: Includes shares previously reported as restricted stock units.
F6: The number of shares reported in Column 9 of this Form 4 corrects an administrative error in the reporting of shares in the previous Form 4s filed on July 6, 2022 and May 17, 2023. The July 6, 2022 Form 4 reported tax withholding of 1,222, and the correct withholding was 1,269. The May 17, 2023 filing included a mathematical error that incorrectly showed 192,497 shares of Class B Common Stock were beneficially owned at that time instead of 190,447. The number of shares beneficially owned today following the reported transaction that occurred on December 30, 2024 is 313,166 shares of Class B Common Stock.