William Zerella - Jun 3, 2024 Form 4 Insider Report for ACV Auctions Inc. (ACVA)

Signature
/s/ Michelle Webb, Attorney-in-Fact
Stock symbol
ACVA
Transactions as of
Jun 3, 2024
Transactions value $
$3,421,315
Form type
4
Date filed
6/5/2024, 07:20 PM
Previous filing
May 30, 2024
Next filing
Jun 13, 2024

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 Employee Stock Option (Right to Buy) Options Exercise $0 -631K -73.72% $0.00 225K Jun 3, 2024 Class B Common Stock 631K $5.42 Direct F1, F2
transaction ACVA Class B Common Stock Options Exercise $3.42M +631K +559.13% $5.42 744K Jun 3, 2024 Class A Common Stock 631K Direct F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 Column 9 includes a correction of the Form 4 filed by Reporting Person on April 12, 2023, in which, due to an administrative error, the Reporting Person accidentally misstated the Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) for Employee Stock Option. The Reporting Person inadvertently failed to deduct 15,000 Employee Stock Options from the corresponding Number of Derivative Securities Beneficially Owned Following Reported Transaction(s). Such Employee Stock Options were properly reported as disposed of on such Form 4. The Form 4 of this date properly sets forth the Number of Derivative Securities Beneficially Owned Following Reported Transaction(s).
F3 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.