Statement of Changes in Beneficial Ownership (4)
November 23 2021 - 4:44PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Anderson Craig Eric |
2. Issuer Name and Ticker or Trading Symbol
ACV Auctions Inc.
[
ACVA
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) CCDSO and Chief Legal Officer |
(Last)
(First)
(Middle)
C/O ACV AUCTIONS INC., 640 ELLICOTT STREET, #321 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/22/2021 |
(Street)
BUFFALO, NY 14203
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock | 11/22/2021 | | C | | 5000 | A | (1) | 5000 | D | |
Class A Common Stock | 11/22/2021 | | S(2) | | 5000 | D | $21.92 (3) | 0 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Employee Stock Option (Right to Buy) | $0.66 | 11/22/2021 | | M | | | 5000 | (4) | 6/17/2028 | Class B Common Stock | 5000 | $0.00 | 476498 | D | |
Class B Common Stock | (1) | 11/22/2021 | | M | | 5000 | | (1) | (1) | Class A Common Stock | 5000 | $0.66 | 5000 | D | |
Class B Common Stock | (1) | 11/22/2021 | | C | | | 5000 | (1) | (1) | Class A Common Stock | 5000 | $0.00 | 0 | D | |
Explanation of Responses: |
(1) | 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 first trading day on or after the date on which the outstanding shares of Class B Common Stock represent less than 5.0% of the Issuer's then-outstanding Class A and Class B Common Stock; (b) the tenth anniversary of this offering; or (c) the date specified by vote of the holders of a majority of the outstanding shares of Class B Common Stock, voting as a single class. |
(2) | Shares sold pursuant to a Rule 10b5-1 trading plan. |
(3) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.58 to
$22.49 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. |
(4) | One-fourth (1/4th) of the shares subject to the option award vested June 7, 2019, and thereafter one-forty-eighth of the shares subject to the option award vest monthly, subject to the Reporting Person's continuous service. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Anderson Craig Eric C/O ACV AUCTIONS INC. 640 ELLICOTT STREET, #321 BUFFALO, NY 14203 |
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| CCDSO and Chief Legal Officer |
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Signatures
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/s/ Trey Reilly, Attorney-in-Fact | | 11/23/2021 |
**Signature of Reporting Person | Date |
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