Michael Waterman - 28 May 2024 Form 4 Insider Report for ACV Auctions Inc. (ACVA)

Reporting relationship: Chief Sales Officer
Issuer ticker: ACVA
Reported as of: 28 May 2024
Net transaction value: -$3,782,970
SEC form: 4
Accepted by SEC: 15 May 2025, 16:28:29 UTC
Prior SEC filing: 03 Apr 2024
Next SEC filing: 03 Jul 2024
Source filing: View source filing
Reporting owner signature: /s/ Michelle Webb, Attorney-in-Fact

Key filing fact

Michael Waterman filed Form 4 for ACV Auctions Inc. (ACVA) on 15 May 2025.

Key facts

This page summarizes Michael Waterman's Form 4 filing for ACV Auctions Inc. (ACVA).
7 reported transactions and 3 derivative rows are listed below.
Accepted by SEC: 15 May 2025, 16:28.

Change

Previous filing in this sequence was filed on 03 Apr 2024.
Current net transaction value: -$3,782,970.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reporting Owners (1)

CIK 0001851495 Primary reporting owner

Waterman Michael

Relationship: Chief Sales Officer
Address: C/O ACV AUCTIONS INC., 640 ELLICOTT ST., SUITE 321, BUFFALO
Signature: /s/ Michelle Webb, Attorney-in-Fact
Signature date: 15 May 2025

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

ACVA transaction

Class A Common Stock

Options Exercise

Transaction value: $10,770
Shares: +179,503
Change %: +37%
Price: $0.0600
Shares after: 669,381
Date: 13 May 2025
Ownership: Direct

ACVA transaction

Class A Common Stock

Options Exercise

Transaction value: $2,870
Shares: +20,497
Change %: +3.1%
Price: $0.1400
Shares after: 689,878
Date: 13 May 2025
Ownership: Direct

ACVA transaction

Class A Common Stock

Sale

Transaction value: $3,796,610
Shares: -223,330
Change %: -32%
Price: $17.00
Shares after: 466,548
Date: 13 May 2025
Ownership: Direct
Footnotes: F1, F2

ACVA transaction

Class A Common Stock

Other

Transaction value: $0
Shares: -60,912
Change %: -13%
Price: $0.000000
Shares after: 405,636
Date: 28 May 2024
Ownership: Direct
Footnotes: F3

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

ACVA transaction Derivative

Employee Stock Option (Right to Buy)

Options Exercise

Transaction value: $0
Shares: -179,503
Change %: -100%
Price: $0.000000
Shares after: 0
Date: 13 May 2025
Ownership: Direct
Underlying class: Class A Common Stock
Underlying amount: 179,503
Exercise price: $0.0600
Footnotes: F4

ACVA transaction Derivative

Employee Stock Option (Right to Buy)

Options Exercise

Transaction value: $0
Shares: -20,497
Change %: -6.3%
Price: $0.000000
Shares after: 302,692
Date: 13 May 2025
Ownership: Direct
Underlying class: Class A Common Stock
Underlying amount: 20,497
Exercise price: $0.1400
Footnotes: F5

ACVA transaction Derivative

Performance Stock Unit

Award

Transaction value: $0
Shares: +60,912
Change %
Price: $0.000000
Shares after: 60,912
Date: 28 May 2024
Ownership: Direct
Underlying class: Class A Common Stock
Underlying amount: 60,912
Exercise price: $0.000000
Footnotes: F3, F6

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Rule 10b5-1 trading plan

These transactions were reported as open-market trades under a Rule 10b5-1 plan. The plan lets an insider set trading instructions in advance, which can reduce the risk of trading while in possession of material nonpublic information.

Original filing language: transaction made pursuant to a contract, instruction, or written plan intended to satisfy Rule 10b5-1(c).

Explanation of responses 6 footnotes

Footnote F1

Shares sold pursuant to a Rule 10b5-1 trading plan enter into on December 10, 2024.

Footnote F2

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $16.66 to $17.17 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.

Footnote F3

In a Form 4 filed on June 3, 2024 the PSU grant reflected here, due to an administrative error, was reported as Class A Common Stock in Table I rather than a PSU grant in Table II. The PSUs are hereby being removed from Table I and correctly reported in Table II.

Footnote F4

One-fourth (1/4th) of the shares subject to the option award vested on October 26, 2017, and thereafter one-forty-eighths of the shares subject to the option award vested monthly, subject to the Reporting Person's continuous service.

Footnote F5

One-fourth (1/4th) of the shares subject to the option award vested on July 1, 2018, and thereafter one-forty-eighths of the shares subject to the option award vested monthly, subject to the Reporting Person's continuous service.

Footnote F6

The PSUs are subject to both service-based vesting conditions and a requirement that the average closing price of the Class A Common Stock of Company, as measured over a period of 30 trading days commencing at the grant date and ending July 1, 2027, equals or exceeds a designated level (the "Stock Price Condition"). The PSUs will vest in one-third installments on each of July 1, 2025, 2026 and 2027, provided that the Stock Price Condition has been satisfied prior to the relevant date. If the Stock Price Condition has not yet been satisfied prior to the relevant date, then the PSUs that otherwise would have vested on such date will remain unvested unless and until the Stock Price Condition has been satisfied, subject to the Reporting Person's continuous service through the relevant vesting date.