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ACV Auctions Inc. Director's Dealing 2024

Sep 19, 2024

31779_dirs_2024-09-19_c11b20f9-9f2b-4e69-a282-098eb25f77d9.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ACV Auctions Inc. (ACVA)
CIK: 0001637873
Period of Report: 2024-09-17

Reporting Person: Waterman Michael (Chief Sales Officer)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2024-09-17 Class A Common Stock M 75000 Acquired 441710 Direct
2024-09-17 Class A Common Stock S 75000 $20.24 Disposed 366710 Direct
2024-09-18 Class A Common Stock J 400 Disposed 366310 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2024-09-17 Employee Stock Option (Right to Buy) $0.06 M 75000 Disposed 2026-10-25 Class B Common Stock (75000) Direct
2024-09-17 Class B Common Stock $ M 75000 Acquired Class A Common Stock (75000) Direct
2024-09-17 Class B Common Stock $ C 75000 Disposed Class A Common Stock (75000) Direct
2024-09-18 Class B Common Stock $ J 400 Acquired Class A Common Stock (400) 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 February 28, 2024.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.00 to $20.48 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 at each separate price within the range set forth in this footnote.

F4: The shares noted here were previously misreported as Class A shares due to an administrative error and are corrected here to reflect that they are Class B shares.

F5: One-fourth (1/4th) of the shares subject to the option award vested on October 26, 2017, and thereafter one-forty-eighths of the shares subject to the option award vested monthly, subject to the Reporting Person's continuous service.

F6: The total number of stock options beneficially owned under this grant was adjusted by one share to correct an administrative error in the Reporting Person's Form 3.

F7: Includes shares previously reported as restricted stock units.