William Zerella - Jul 14, 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
Jul 14, 2023
Transactions value $
-$35,588
Form type
4
Date filed
7/18/2023, 04:14 PM
Previous filing
Jul 13, 2023
Next filing
Aug 16, 2023

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 -$35.6K -2.05K -1.11% $17.36 183K Jul 14, 2023 Class A Common Stock 2.05K Direct F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

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 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.
F3 Includes shares previously reported as restricted stock units.