SEC Form 4 · accession 0001209191-18-019208
RB GLOBAL INC. · RBA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Sharon Ruth Driscoll
Officer — Chief Financial Officer
Period of report
Mar 9, 2018
Accepted (ET)
Mar 13, 2018 · 4:20 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001046102
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common SharesF1,F2 | Mar 9, 2018 | M | 15,003 | — | A | 16,003 | D | |
| Common SharesF1,F2 | Mar 9, 2018 | M | 945 | — | A | 16,948 | D | |
| Common Shares | holding | — | — | — | 1,375 | I | Held by spouse | |
| Common SharesF3 | holding | — | — | — | 2,112 | I | Employee Stock Purchase Plan |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Dividend Equivalent Rights (2015 RSUs)F4 | — | Mar 9, 2018 | A | 6 | A | — | — | Common Shares | 6 | 57 | D |
| Dividend Equivalent Rights (2015 PSUs)F5 | — | Mar 9, 2018 | A | 84 | A | — | — | Common Shares | 84 | 945 | D |
| Dividend Equivalent Rights (2016 PSUs)F6 | — | Mar 9, 2018 | A | 15 | A | — | — | Common Shares | 15 | 137 | D |
| 2015 PSUF7,F2 | — | Mar 9, 2018 | M | 15,003 | D | — | — | Common Shares | 15,003 | 0 | D |
| Dividend Equivalent Rights (2015 PSUs)F5,F2 | — | Mar 9, 2018 | M | 945 | D | — | — | Common Shares | 945 | 0 | D |
Explanation of responses
- F1Represents pre-tax amount of award. Share issuance will be made net of tax withholding ("TW"). TW will be reported on separately within 2 business days of the TW determination date.
- F2Each PSU and associated dividend equivalent right represents a contingent right to receive one RBA common share or the economic equivalent thereof. The PSUs and DERs vested on March 9, 2018. As determined by the Compensation Committee, the vested PSUs and dividend equivalent rights determined in accordance with the RBA 2015 Senior Executive Performance Share Unit Plan will be settled in common shares issued to the reporting person, net of applicable tax, as soon as practicable following the end of the month in which the PSUs and related dividend equivalent rights vested.
- F3Includes all Employee Stock Purchase Plan purchases through March 9, 2018.
- F4Each dividend equivalent right represents a contingent right to receive the economic equivalent of one RBA common share. The dividend equivalent rights accrued in respect of the 2015 grant of restricted share units, and become exercisable proportionately with the restricted share units to which they relate.
- F5Each dividend equivalent right represents a contingent right to receive on RBA common share or the economic equivalent thereof. The dividend equivalent rights accrued in respect of the 2015 grant of performance share units, and become exercisable proportionately with the performance share units to which they relate.
- F6Each dividend equivalent right represents a contingent right to receive on RBA common share or the economic equivalent thereof. The dividend equivalent rights accrued in respect of the 2016 grant of performance share units and become exercisable proportionately with the performance share units to which they relate.
- F7Performance Share Units (PSUs) - 2015