SEC Form 4 · accession 0001262862-15-000006
LKQ CORP · LKQ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Victor M Casini
Officer — Senior VP and General Counsel
Period of report
Jan 9, 2015
Accepted (ET)
Jan 13, 2015 · 4:54 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001065696
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Dec 19, 2014 | G | 750 | $0.00 | D | 194,445 | I | By Trust |
| Common Stock | Dec 23, 2014 | G | 50 | $0.00 | D | 194,395 | I | By Trust |
| Common Stock | Jan 9, 2015 | M | 120,000 | $2.21 | A | 314,395 | I | By Trust |
| Common Stock | Jan 9, 2015 | M | 168,000 | $2.0825 | A | 482,395 | I | By Trust |
| Common Stock | Jan 9, 2015 | F | 138,629 | $27.48 | D | 343,766 | I | By Trust |
| Common Stock | Jan 9, 2015 | A | 39,047 | $0.00 | A | 192,207 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee stock option (right to buy)(01/14/2005 grant)F3 | $2.21 | Jan 9, 2015 | M | 120,000 | D | — | Jan 14, 2015 | Common Stock | 120,000 | 0 | D |
| Employee stock option (right to buy)(01/28/2005 grant)F3 | $2.0825 | Jan 9, 2015 | M | 168,000 | D | — | Jan 28, 2015 | Common Stock | 168,000 | 0 | D |
Explanation of responses
- F1This transaction represents shares withheld by the issuer to pay the tax withholding amount and the exercise price required upon exercise of the stock options.
- F2The transaction represents an award of restricted stock units that are subject to two vesting conditions, each of which must be satisfied: (a) time-based vesting equal to 16.67% of the number of restricted stock units subject to the award on July 14, 2015 and on each six-month anniversary of July 14, 2015; and (b) a performance-based condition of positive fully-diluted earnings per share of the Company (subject to adjustment for certain extraordinary items) for any of the first five fiscal years ending after the grant date. If and when the performance-based condition is met, all restricted stock units that had previously met the time-based vesting condition will vest immediately and the remaining restricted stock units will vest according to the remaining schedule of the time-based condition. If the performance-based condition is not met, all restricted stock units will be forfeited.
- F3The option is exercisable with respect to 10% of the number of shares subject to the option on each six-month anniversary of the grant date.