Form Type: 4

SEC EDGAR Link
Accession Number:0001209191-23-003190
Date:2023-01-10
Issuer: ACV AUCTIONS INC. (ACVA)
Original Submission Date:

Reporting Person:

CHAMOUN GEORGE
C/O ACV AUCTIONS INC.
640 ELLICOTT ST., SUITE 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 2023-01-10 C 57,604 a $0.00 267,907 direct
CLASS A COMMON STOCK 2023-01-10 S 57,604 d $8.43 210,303 direct
CLASS A COMMON STOCK 2023-01-11 C 113,009 a $0.00 323,312 direct
CLASS A COMMON STOCK 2023-01-11 S 113,009 d $8.90 210,303 direct
CLASS A COMMON STOCK 2023-01-12 C 66,828 a $0.00 277,131 direct
CLASS A COMMON STOCK 2023-01-12 S 66,828 d $9.08 210,303 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
CLASS B COMMON STOCK 0.0 2023-01-10 deemed execution date C 57,604 (d) class a common stock 57,604 $0.00 4,623,922 direct
CLASS B COMMON STOCK 0.0 2023-01-11 deemed execution date C 113,009 (d) class a common stock 113,009 $0.00 4,510,913 direct
CLASS B COMMON STOCK 0.0 2023-01-12 deemed execution date C 66,828 (d) class a common stock 66,828 $0.00 4,444,085 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 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 entered into on september 13, 2022.
f3 the price reported in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $8.18 to $8.59 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 the price reported in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $8.53 to $9.07 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.
f5 the price reported in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $8.66 to $9.23 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.
f6 includes shares previously reported as restricted stock units.
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