SEC Form 4 · accession 0001395942-15-000041
OPENLANE, Inc. · OPLN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Benjamin Skuy
Officer — EVP of International Markets
Period of report
Mar 2, 2015
Accepted (ET)
Mar 3, 2015 · 4:45 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001395942
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Mar 2, 2015 | M | 12,500 | $10.00 | A | 12,500 | D | |
| Common StockF1 | Mar 2, 2015 | S | 12,500 | $36.3594 | D | 0 | D | |
| Common Stock | Mar 3, 2015 | M | 12,500 | $10.00 | A | 12,500 | D | |
| Common Stock | Mar 3, 2015 | S | 12,500 | $37.00 | D | 0 | D | |
| Common Stock | holding | — | — | — | 4,000 | 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)F2,F3,F4,F5 | $10.00 | Mar 2, 2015 | A | 25,000 | D | — | Aug 20, 2017 | Common Stock | 25,000 | 132,978 | D |
| Employee Stock Option (right to buy)F5,F6,F7 | $16.264 | holding | — | — | — | — | Feb 7, 2018 | Common Stock | 15,040 | 15,040 | D |
| Employee Stock Option (right to buy)F5,F8,F9 | $13.46 | holding | — | — | — | — | Mar 1, 2020 | Common Stock | 121,560 | 121,560 | D |
Explanation of responses
- F1The price reported in column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $36.35 to $36.40, inclusive. The reporting person undertakes to provide to KAR Auction Services, Inc., any security holder of KAR Auction Services, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
- F212,500 shares were exercised on 3/02/15 and 12,500 shares were exercised on 3/03/15.
- F326,068 of these options are service options that are currently exercisable.
- F473,932 of these options are performance options that are currently exercisable. 32,978 of these options vest if the closing price of a share of the Company's common stock exceeds $35.00 for twenty (20) consecutive trading days.
- F5An additional condition to vesting is that the reporting person must be a director, officer, employee, consultant or agent of the Company or any of its subsidiaries on the date on which the conditions set forth above are satisfied.
- F63,760 of these options are service options that are currently exercisable.
- F78,460 of these options are performance options that are currently exercisable. 2,820 of these options vest if the closing price of a share of the Company's common stock exceeds $35.00 for twenty (20) consecutive trading days.
- F830,390 of these options are service options that are currently exercisable.
- F968,377 of these options are performance options that are currently exercisable. 22,793 of these options vest if the closing price of a share of the Company's common stock exceeds $35.00 for twenty (20) consecutive trading days.