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

Role
Chief Sales Officer
Signature
/s/ Michelle Webb, Attorney-in-Fact
Issuer symbol
ACVA
Transactions as of
28 May 2024
Transactions value $
-$3,782,970
Form type
4
Filing time
15 May 2025, 16:28:29 UTC
Previous filing
03 Apr 2024
Next filing
03 Jul 2024
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Waterman Michael Chief Sales Officer C/O ACV AUCTIONS INC., 640 ELLICOTT ST., SUITE 321, BUFFALO /s/ Michelle Webb, Attorney-in-Fact 15 May 2025 0001851495

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ACVA Class A Common Stock Options Exercise $10.8K +180K +36.64% $0.06 669K 13 May 2025 Direct
transaction ACVA Class A Common Stock Options Exercise $2.87K +20.5K +3.06% $0.14 690K 13 May 2025 Direct
transaction ACVA Class A Common Stock Sale -$3.8M -223K -32.37% $17.00 467K 13 May 2025 Direct F1, F2
transaction ACVA Class A Common Stock Other $0 -60.9K -13.06% $0.00 406K 28 May 2024 Direct 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 -180K -100% $0.00 0 13 May 2025 Class A Common Stock 180K $0.06 Direct F4
transaction ACVA Employee Stock Option (Right to Buy) Options Exercise $0 -20.5K -6.34% $0.00 303K 13 May 2025 Class A Common Stock 20.5K $0.14 Direct F5
transaction ACVA Performance Stock Unit Award $0 +60.9K $0.00 60.9K 28 May 2024 Class A Common Stock 60.9K $0.00 Direct F3, 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 Shares sold pursuant to a Rule 10b5-1 trading plan enter into on December 10, 2024.
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.
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.
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.
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.
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.