4: Statement of changes in beneficial ownership of securities
Published on December 2, 2021
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIPFiled 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ACV Auctions Inc. [ ACVA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/30/2021 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction 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) | |||
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| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 11/30/2021 | S | 44,627(1) | D | $21.13(1) | 434,445 | D | |||
| Class A Common Stock | 11/30/2021 | S | 16,494(2) | D | $21.13(2) | 0 | I | See footnote(3) | ||
| Class A Common Stock | 11/30/2021 | S | 29,145(4) | D | $21.13(4) | 0 | I | See footnote(5) | ||
| Class A Common Stock | 12/01/2021 | S | 11,737(6) | D | $21.04(6) | 429,369 | D | |||
| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Explanation of Responses: |
| 1. On November 30, 2021, the Reporting Person sold 44,627 shares of Class A Common Stock of the Issuer (the "Shares"). The Shares were sold in multiple executions at a price per share ranging from $21.00 to $21.49, with an average execution price per share of $21.13. The Reporting Person hereby undertakes, upon request of the Staff of the U.S. Securities and Exchange Commission, the Issuer or a security holder of the Issuer, to provide full information regarding such individual executions. |
| 2. On November 30, 2021, the NB Group, LLC ("NB Group") sold 16,494 shares of Class A Common Stock of the Issuer (the "NB Shares"). The NB Shares were sold in multiple executions at a price per share ranging from $21.00 to $21.49, with an average execution price per share of $21.13. The Reporting Person hereby undertakes, upon request of the Staff of the U.S. Securities and Exchange Commission, the Issuer or a security holder of the Issuer, to provide full information regarding such individual executions. |
| 3. The shares reported are held by the NB Group. NB Group is controlled by the Reporting Person, and the Reporting Person disclaims beneficial ownership of the shares held by this entity, except to the extent of his pecuniary interest therein, if any. |
| 4. On November 30, 2021, Cracktuxet II, LLC ("Cracktuxet II") sold 29,145 shares of Class A Common Stock of the Issuer (the " Cracktuxet Shares"). The Cracktuxet Shares were sold in multiple executions at a price per share ranging from $21.00 to $21.49, with an average execution price per share of $21.13. The Reporting Person hereby undertakes, upon request of the Staff of the U.S. Securities and Exchange Commission, the Issuer or a security holder of the Issuer, to provide full information regarding such individual executions. |
| 5. The shares reported are held by Cracktuxet II. Cracktuxet II is controlled by the Reporting Person, and the Reporting Person disclaims beneficial ownership of the shares held by this entity, except to the extent of his pecuniary interest therein, if any. |
| 6. On December 1, 2021, the Reporting Person sold 5,076 shares of Class A Common Stock of the Issuer (the "12/1 Shares"). The 12/1 Shares were sold in multiple executions at a price per share ranging from $21.00 to $21.22, with an average execution price per share of $21.04. The Reporting Person hereby undertakes, upon request of the Staff of the U.S. Securities and Exchange Commission, the Issuer or a security holder of the Issuer, to provide full information regarding such individual executions. |
| Remarks: |
| /s/ Robert P. Goodman | 12/02/2021 | |
| ** 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 Number.