William Zerella - Dec 30, 2024 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
Dec 30, 2024
Transactions value $
-$568,125
Form type
4
Date filed
12/31/2024, 04:45 PM
Previous filing
Nov 27, 2024
Next filing
Jan 6, 2025

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ACVA Class A Common Stock Options Exercise +25K +5.1% 515K Dec 30, 2024 Direct F1
transaction ACVA Class A Common Stock Conversion of derivative security +7.5K +1.45% 523K Dec 30, 2024 Direct F1
transaction ACVA Class A Common Stock Sale -$704K -32.5K -6.21% $21.65 490K Dec 30, 2024 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 Employee Stock Option (Right to Buy) Options Exercise $0 -25K -100% $0.00 0 Dec 30, 2024 Class B Common Stock 25K $5.42 Direct F4
transaction ACVA Class B Common Stock Options Exercise $136K +25K +7.75% $5.42 348K Dec 30, 2024 Class A Common Stock 25K Direct F1, F5
transaction ACVA Class B Common Stock Conversion of derivative security $0 -25K -7.19% $0.00 323K Dec 30, 2024 Class A Common Stock 25K Direct F1, F5
transaction ACVA Class B Common Stock Conversion of derivative security $0 -7.5K -2.34% $0.00 313K Dec 30, 2024 Class A Common Stock 7.5K Direct F1, F5, F6
* 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 enter into on August 30, 2023
F3 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.12 to $21.99 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 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 vested monthly, subject to the Reporting Person's continuous service.
F5 Includes shares previously reported as restricted stock units.
F6 The number of shares reported in Column 9 of this Form 4 corrects an administrative error in the reporting of shares in the previous Form 4s filed on July 6, 2022 and May 17, 2023. The July 6, 2022 Form 4 reported tax withholding of 1,222, and the correct withholding was 1,269. The May 17, 2023 filing included a mathematical error that incorrectly showed 192,497 shares of Class B Common Stock were beneficially owned at that time instead of 190,447. The number of shares beneficially owned today following the reported transaction that occurred on December 30, 2024 is 313,166 shares of Class B Common Stock.