Statement of Changes in Beneficial Ownership (4)
13 January 2023 - 10:36AM
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
|
OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
|
Filed pursuant to Section 16(a) of the
Securities Exchange Act of 1934 or Section 30(h) of the Investment
Company Act of 1940
|
|
1. Name
and Address of Reporting Person * Chamoun George |
2. Issuer Name and Ticker or Trading
Symbol ACV Auctions Inc. [ ACVA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)__X__
Director _____
10% Owner
__X__ Officer (give title
below) _____ Other
(specify below)
Chief Executive Officer |
(Last)
(First)
(Middle)
C/O ACV AUCTIONS INC., 640 ELLICOTT ST., SUITE 321 |
3. Date of Earliest Transaction (MM/DD/YYYY)
1/10/2023
|
(Street)
BUFFALO, NY 14203
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person |
Table I - Non-Derivative Securities Acquired, Disposed of, or
Beneficially Owned
|
1.Title of Security
(Instr. 3) |
2. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. Code
(Instr. 8) |
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) |
5. Amount of Securities Beneficially Owned Following
Reported Transaction(s)
(Instr. 3 and 4) |
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) |
7. Nature of Indirect Beneficial Ownership (Instr.
4) |
Code |
V |
Amount |
(A) or (D) |
Price |
Class A Common Stock |
1/10/2023 |
|
C |
|
57604 |
A |
(1) |
267907 |
D |
|
Class A Common Stock |
1/10/2023 |
|
S(2) |
|
57604 |
D |
$8.428 (3) |
210303 |
D |
|
Class A Common Stock |
1/11/2023 |
|
C |
|
113009 |
A |
(1) |
323312 |
D |
|
Class A Common Stock |
1/11/2023 |
|
S(2) |
|
113009 |
D |
$8.8975 (4) |
210303 |
D |
|
Class A Common Stock |
1/12/2023 |
|
C |
|
66828 |
A |
(1) |
277131 |
D |
|
Class A Common Stock |
1/12/2023 |
|
S(2) |
|
66828 |
D |
$9.0778 (5) |
210303 |
D |
|
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
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 |
Class B Common Stock |
(1) |
1/10/2023 |
|
C |
|
|
57604 |
(1) |
(1) |
Class A Common Stock |
57604 |
$0.00 |
4623922 (6) |
D |
|
Class B Common Stock |
(1) |
1/11/2023 |
|
C |
|
|
113009 |
(1) |
(1) |
Class A Common Stock |
113009 |
$0.00 |
4510913 (6) |
D |
|
Class B Common Stock |
(1) |
1/12/2023 |
|
C |
|
|
66828 |
(1) |
(1) |
Class A Common Stock |
66828 |
$0.00 |
4444085 (6) |
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 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. |
(2) |
Shares sold pursuant to a
Rule 10b5-1 trading plan entered into on September 13,
2022. |
(3) |
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. |
(4) |
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. |
(5) |
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. |
(6) |
Includes shares previously
reported as restricted stock units. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
Chamoun George
C/O ACV AUCTIONS INC.
640 ELLICOTT ST., SUITE 321
BUFFALO, NY 14203 |
X |
|
Chief Executive Officer |
|
Signatures
|
/s/ Michelle Webb,
Attorney-in-fact |
|
1/12/2023 |
**Signature of Reporting
Person |
Date |
Reminder: Report on a separate line for each class
of securities beneficially owned directly or
indirectly. |
* |
If the form is filed by more than one
reporting person, see Instruction 4(b)(v). |
** |
Intentional misstatements or omissions
of facts constitute Federal Criminal Violations. See 18
U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: |
File three copies of this Form, one of
which must be manually signed. If space is insufficient, see
Instruction 6 for procedure. |
Persons who respond to the collection of information
contained in this form are not required to respond unless the form
displays a currently valid OMB control number. |
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