William Zerella - May 15, 2023 Form 4 Insider Report for ACV Auctions Inc. (ACVA)

Role
Chief Financial Officer
Signature
/s/ Michelle Webb, Attorney-in-fact
Stock symbol
ACVA
Transactions as of
May 15, 2023
Transactions value $
-$779,405
Form type
4
Date filed
5/17/2023, 04:41 PM
Previous filing
Apr 18, 2023
Next filing
Jun 15, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ACVA Class A Common Stock Options Exercise +65K +19.49% 399K May 16, 2023 Direct F1
transaction ACVA Class A Common Stock Conversion of derivative security +2.5K +0.63% 401K May 16, 2023 Direct F1
transaction ACVA Class A Common Stock Sale -$1.1M -67.5K -16.83% $16.25 334K May 16, 2023 Direct F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction ACVA Class B Common Stock Tax liability -$34.8K -2.05K -1.05% $16.99 193K May 15, 2023 Class A Common Stock 2.05K Direct F1, F4, F5
transaction ACVA Employee Stock Option (Right to Buy) Options Exercise $0 -65K -5.34% $0.00 1.15M May 16, 2023 Class B Common Stock 65K $5.42 Direct F6
transaction ACVA Class B Common Stock Options Exercise $352K +65K +33.33% $5.42 260K May 16, 2023 Class A Common Stock 65K Direct F1, F5
transaction ACVA Class B Common Stock Conversion of derivative security $0 -65K -25% $0.00 195K May 16, 2023 Class A Common Stock 65K Direct F1, F5
transaction ACVA Class B Common Stock Conversion of derivative security $0 -2.5K -1.28% $0.00 192K May 16, 2023 Class A Common Stock 2.5K Direct F1, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
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 entered into on 12/07/2022.
F3 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $16.01 to $16.83 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 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.
F5 Includes shares previously reported as restricted stock units.
F6 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 vest monthly, subject to the Reporting Person's continuous service.