Form 4 for ACVA ACV Auctions Inc.
Accepted 2023-05-15 00:00:00 ET · period of report 2023-05-11 · accession 0000899243-23-012964 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DMI | 2023-05-15 | 2023-05-11+ | ACVA | GOODMAN ROBERT P | Dir | S - Sale | $16.00 | -61.4K | 0 | -100% | -$981.7K |
| DI | 2023-05-15 | 2023-05-11 | ACVA | GOODMAN ROBERT P | Dir | C - Cnv Deriv | — | 0 | 0 | New | — |
| D | 2023-05-15 | 2023-05-12 | ACVA | GOODMAN ROBERT P | Dir | S - Sale | $16.00 | -238.6K | 276.6K | -46% | -$3.82M |
| DI | 2023-05-15 | 2023-05-11 | ACVA | GOODMAN ROBERT P | Dir | C - Cnv Deriv | — | 0 | 0 | New | — |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Class A Common Stock | 2023-05-11 | S | D | 0 | $0.00 | 0 | I See Footnote | — | — | (F3) The Reporting Person is a director of Deer IX & Co. Ltd ("Deer IX Ltd."), which is the general partner of Deer IX & Co. L.P. ("Deer IX LP"), which is the general partner of each of 15 Angels III LLC ("15 Angels"), BVP IX Inst and BVP IX (collectively, the "Funds"). The Reporting Person disclaims beneficial ownership of the securities held by the Funds, except to the extent of his pecuniary interest, if any, in such securities by virtue of his interest in Deer IX Ltd. and Deer IX LP and his indirect limited partnership interest in the Funds. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities. (F4) On May 11, 2023, BVP IX, BVP IX Inst, and 15 Angels sold 1,650,420 shares, 1,322,238 shares and 27,342 shares, respectively, of Class A Common Stock of ACV Auctions, Inc in a single execution at a stock price of $16.03 per share. |
| 2 | Common | Class A Common Stock | 2023-05-12 | S | D | 26,123 | $16.00 | 0 | I | — | — | (F9) On May 12, 2023, the Reporting Person sold 26,123 shares of Class A Common Stock of the Issuer (the "Katama Shares"). The Katama Shares were sold in multiple executions at a price per share ranging from $16.00 to $16.22, with an average execution price per share of $16.00. 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. The shares are directly held by Katama Point LLC ("Katama"). Katama 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. |
| 3 | Common | Class A Common Stock | 2023-05-12 | S | D | 22,173 | $16.00 | 0 | I See Footnote | — | — | (F7) On May 12, 2023, the Reporting Person sold 22,173 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 $16.00 to $16.22, with an average execution price per share of $16.00. 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. The shares are directly held by NB Group, LLC ("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. (F8) On May 12, 2023, the Reporting Person sold 13,061 shares of Class A Common Stock of the Issuer (the " Crack Shares"). The Crack Shares were sold in multiple executions at a price per share ranging from $16.00 to $16.22, with an average execution price per share of $16.00. 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. The shares are directly held by Cracktuxet II, LLC ("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. |
| 4 | Common | Class A Common Stock | 2023-05-12 | S | D | 13,061 | $16.00 | 0 | I See Footnote | — | — | (F8) On May 12, 2023, the Reporting Person sold 13,061 shares of Class A Common Stock of the Issuer (the " Crack Shares"). The Crack Shares were sold in multiple executions at a price per share ranging from $16.00 to $16.22, with an average execution price per share of $16.00. 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. The shares are directly held by Cracktuxet II, LLC ("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. (F9) On May 12, 2023, the Reporting Person sold 26,123 shares of Class A Common Stock of the Issuer (the "Katama Shares"). The Katama Shares were sold in multiple executions at a price per share ranging from $16.00 to $16.22, with an average execution price per share of $16.00. 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. The shares are directly held by Katama Point LLC ("Katama"). Katama 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. |
| 5 | Common | Class A Common Stock | 2023-05-11 | C | A | 0 | $0.00 | 0 | I See Footnotes | — | — | (F2) Represents 1,650,420 shares converted from Class B Common Stock to Class A Common Stock by Bessemer Venture Partners IX L.P. ("BVP IX"), 1,322,238 shares converted from Class B Common Stock to Class A Common Stock by Bessemer Venture Partners IX Institutional L.P. ("BVP IX Inst"), and 27,342 shares converted from Class B Common Stock to Class A Common Stock by 15 Angels III LLC. ("15 Angels" and together with BVP IX and BVP IX Inst, the "BVP IX Funds"). (F1) Each share of Class B Common Stock is convertible without payment or consideration into one share of Class A Common Stock at the option of the holder and has no expiration date. (F3) The Reporting Person is a director of Deer IX & Co. Ltd ("Deer IX Ltd."), which is the general partner of Deer IX & Co. L.P. ("Deer IX LP"), which is the general partner of each of 15 Angels III LLC ("15 Angels"), BVP IX Inst and BVP IX (collectively, the "Funds"). The Reporting Person disclaims beneficial ownership of the securities held by the Funds, except to the extent of his pecuniary interest, if any, in such securities by virtue of his interest in Deer IX Ltd. and Deer IX LP and his indirect limited partnership interest in the Funds. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities. |
| 6 | Common | Class A Common Stock | 2023-05-12 | S | D | 238,643 | $16.00 | 276,550 | D See Footnote | — | — | (F6) On May 12, 2023, the Reporting Person sold 238,643 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 $16.00 to $16.22, with an average execution price per share of $16.00. 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. The shares are directly held by the Reporting Person. (F7) On May 12, 2023, the Reporting Person sold 22,173 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 $16.00 to $16.22, with an average execution price per share of $16.00. 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. The shares are directly held by NB Group, LLC ("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. |
| 7 | Derivative | Class B Common Stock | 2023-05-11 | C | D | 0 | $0.00 | 0 | I See Footnotes | — · — to — | 0 Class A Common Stock | (F2) Represents 1,650,420 shares converted from Class B Common Stock to Class A Common Stock by Bessemer Venture Partners IX L.P. ("BVP IX"), 1,322,238 shares converted from Class B Common Stock to Class A Common Stock by Bessemer Venture Partners IX Institutional L.P. ("BVP IX Inst"), and 27,342 shares converted from Class B Common Stock to Class A Common Stock by 15 Angels III LLC. ("15 Angels" and together with BVP IX and BVP IX Inst, the "BVP IX Funds"). (F1) Each share of Class B Common Stock is convertible without payment or consideration into one share of Class A Common Stock at the option of the holder and has no expiration date. (F5) After the reported transaction, BVP IX, BVP IX Inst, and 15 Angels own 7,616,771 shares, 6,102,194 shares and 126,187 shares, respectively, of Class B Common Stock. (F3) The Reporting Person is a director of Deer IX & Co. Ltd ("Deer IX Ltd."), which is the general partner of Deer IX & Co. L.P. ("Deer IX LP"), which is the general partner of each of 15 Angels III LLC ("15 Angels"), BVP IX Inst and BVP IX (collectively, the "Funds"). The Reporting Person disclaims beneficial ownership of the securities held by the Funds, except to the extent of his pecuniary interest, if any, in such securities by virtue of his interest in Deer IX Ltd. and Deer IX LP and his indirect limited partnership interest in the Funds. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities. |