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ACV Auctions Inc. — Director's Dealing 2024
Jan 5, 2024
31779_dirs_2024-01-04_7e9e0aa6-f9f7-451e-b475-0457501d3df0.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: 2024-01-02
Reporting Person: Anderson Craig Eric (N/A)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2024-01-02 | Class A Common Stock | M | 52849 | — | Acquired | 252630 | Direct |
| 2024-01-02 | Class A Common Stock | S | 52849 | $14.89 | Disposed | 199781 | Direct |
| 2024-01-02 | Class A Common Stock | M | 76703 | — | Acquired | 276484 | Direct |
| 2024-01-02 | Class A Common Stock | S | 76703 | $14.89 | Disposed | 199781 | Direct |
| 2024-01-02 | Class A Common Stock | F | 3070 | $14.89 | Disposed | 196711 | Direct |
| 2024-01-02 | Class A Common Stock | F | 5185 | $14.89 | Disposed | 191526 | Direct |
| 2024-01-03 | Class A Common Stock | M | 48297 | — | Acquired | 239823 | Direct |
| 2024-01-03 | Class A Common Stock | S | 48297 | $14.43 | Disposed | 191526 | Direct |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2024-01-02 | Employee Stock Option (Right to Buy) | $0.66 | M | 52849 | Disposed | 2028-06-17 | Class B Common Stock (52849) | Direct |
| 2024-01-02 | Class B Common Stock | $ | M | 52849 | Acquired | Class A Common Stock (52849) | Direct | |
| 2024-01-02 | Class B Common Stock | $ | C | 52849 | Disposed | Class A Common Stock (52849) | Direct | |
| 2024-01-02 | Employee Stock Option (Right to Buy) | $2.44 | M | 76703 | Disposed | 2029-08-29 | Class B Common Stock (76703) | Direct |
| 2024-01-02 | Class B Common Stock | $ | M | 76703 | Acquired | Class A Common Stock (76703) | Direct | |
| 2024-01-02 | Class B Common Stock | $ | C | 76703 | Disposed | Class A Common Stock (76703) | Direct | |
| 2024-01-02 | Class B Common Stock | $ | F | 7014 | Disposed | Class A Common Stock (7014) | Direct | |
| 2024-01-03 | Employee Stock Option (Right to Buy) | $2.44 | M | 48297 | Disposed | 2029-08-29 | Class B Common Stock (48297) | Direct |
| 2024-01-03 | Class B Common Stock | $ | M | 48297 | Acquired | Class A Common Stock (48297) | Direct | |
| 2024-01-03 | Class B Common Stock | $ | C | 48297 | Disposed | Class A Common Stock (48297) | 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: Includes 368 shares acquired pursuant to the Company's 2021 Employee Stock Purchase Plan ("ESPP") for the purchase period 6/1/2023 to 11/30/2023.
F3: Shares sold pursuant to a Rule 10b5-1 trading plan entered into on September 15, 2023.
F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.70 to $15.08 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.
F5: These shares were withheld by the Issuer to cover the tax liability upon the vesting of a time-based restricted stock unit previously granted, and does not represent a discretionary sale by the reporting person.
F6: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.30 to $14.68 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.
F7: One-fourth (1/4th) of the shares subject to the option award vested on June 7, 2019, and thereafter one-forty-eighth of the shares subject to the option award vest monthly, subject to the Reporting Person's continuous service.
F8: Includes shares previously reported as restricted stock units.
F9: One-fourth (1/4th) of the shares subject to the option award vested on August 29, 2019, and thereafter one-forty-eighth of the shares subject to the option award vest monthly, subject to the Reporting Person's continuous service.