Form Type: 4

SEC EDGAR Link
Accession Number:0001209191-21-066467
Date:2021-11-22
Issuer: ACV AUCTIONS INC. (ACVA)
Original Submission Date:

Reporting Person:

ANDERSON CRAIG ERIC
C/O ACV AUCTIONS INC.
640 ELLICOTT STREET, #321 BUFFALO, NY 14203

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
CLASS A COMMON STOCK 2021-11-22 C 5,000 a $0.00 5,000 direct
CLASS A COMMON STOCK 2021-11-22 S 5,000 d $21.92 0 direct
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
EMPLOYEE STOCK OPTION (RIGHT TO BUY) 0.66 2021-11-22 deemed execution date M 5,000 (d) 2028-06-17 class b common stock 5,000 $0.66 476,498 direct
CLASS B COMMON STOCK 0.0 2021-11-22 deemed execution date M 5,000 (a) class a common stock 5,000 $0.00 5,000 direct
CLASS B COMMON STOCK 0.0 2021-11-22 deemed execution date C 5,000 (d) class a common stock 5,000 $0.00 0 direct
Footnotes
IDfootnote
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 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.
f2 shares sold pursuant to a rule 10b5-1 trading plan.
f3 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 andexchange commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth inthis footnote.
f4 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.
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