SEC Form 4 · accession 0001395942-16-000263
OPENLANE, Inc. · OPLN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Lisa A. Price
Officer — EVP of Human Resources
Period of report
Feb 20, 2016
Accepted (ET)
Feb 23, 2016 · 5:14 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 StockF1 | Feb 20, 2016 | M | 536 | $0.00 | A | 536 | D | |
| Common Stock | Feb 20, 2016 | P | 199 | $33.90 | D | 337 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1,F7 | — | Feb 20, 2016 | M | 536 | D | — | — | Common Stock | 536 | 1,072 | D |
| Employee Stock Option (right to buy)F3,F4 | $30.89 | holding | — | — | — | — | Feb 27, 2024 | Common Stock | 17,500 | 17,500 | D |
| Employee Stock Options (right to buy)F4,F5 | $18.80 | holding | — | — | — | — | May 5, 2021 | Common Stock | 15,000 | 15,000 | D |
| Employee Stock Options (right to buy)F4,F6 | $10.00 | holding | — | — | — | — | Aug 20, 2017 | Common Stock | 5,140 | 5,140 | D |
Explanation of responses
- F1Each restricted stock unit is convertible into a share of common stock on a 1-for-1 basis. The restricted stock units vested in common stock on 2/20/16.
- F2Shares withheld by the Company to satisfy minimum tax withholding requirements.
- F3These options are service options that vest based upon the passage of time and the reporting person's continued service with the Company. 4,375 of these options are currently exercisable. 4,375 of these options become exercisable on 2/27/16, 4,375 of these options become exercisable on 2/27/17, and the remaining 4,375 options become exercisable on 2/27/18.
- F4An 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.
- F5These options are service options that vest based upon the passage of time and the reporting person's continued service with the Company. 15,000 of these options are currently exercisable.
- F6These options are performance options that are currently exercisable.
- F7These restricted stock units remain subject to a time-vesting requirement and are scheduled to vest and settle in common stock as follows: one-third of these restricted stock units vest on 2/20/2016, one-third of these restricted stock units vest on 2/20/2017 and the remaining one-third of these restricted stock units vest on 2/20/2018, assuming continued employment through the applicable vesting date.