SEC Form 4 · accession 0001395942-16-000264
OPENLANE, Inc. · OPLN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John C Hammer
Officer — President and CEO of AFC
Period of report
Feb 20, 2016
Accepted (ET)
Feb 23, 2016 · 5:16 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 | 953 | $0.00 | A | 953 | D | |
| Common Stock | Feb 20, 2016 | P | 360 | $33.90 | D | 593 | 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,F6 | — | Feb 20, 2016 | M | 953 | D | — | — | Common Stock | 953 | 1,906 | D |
| Employee Stock Option (right to buy)F3,F4 | $10.00 | holding | — | — | — | — | Jul 29, 2019 | Common Stock | 24,166 | 24,166 | D |
| Employee Stock Option (right to buy)F3,F5 | $16.07 | holding | — | — | — | — | Feb 28, 2022 | Common Stock | 32,000 | 32,000 | 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.
- F3An 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.
- F424,166 of these performance options are currently exercisable.
- F524,000 of these service options are currently exercisable and 8,000 of these options become exercisable on 2/28/2016.
- F6These 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.