SEC Form 4 · accession 0001395942-16-000265
OPENLANE, Inc. · OPLN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James P Hallett
Officer — Chief Executive Officer · Director
Period of report
Feb 20, 2016
Accepted (ET)
Feb 23, 2016 · 5:17 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 | 6,431 | $0.00 | A | 6,431 | D | |
| Common Stock | Feb 20, 2016 | P | 2,032 | $33.90 | D | 4,399 | 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 | 6,431 | D | — | — | Common Stock | 6,431 | 12,862 | D |
| Employee Stock Option (right to buy)F3,F4,F5 | $13.46 | holding | — | — | — | — | Mar 1, 2020 | Common Stock | 150,000 | 150,000 | D |
| Employee Stock Option (right to buy)F5,F6 | $30.89 | holding | — | — | — | — | Feb 27, 2024 | Common Stock | 194,404 | 194,404 | 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.
- F337,500 of these service options are currently exercisable.
- F4112,500 of these performance options are currently exercisable.
- 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.
- F6These options are service options that vest based upon the passage of time and the reporting person's continued service with the Company. These options will vest as follows: 25% of these options became exercisable on 2/27/2015, 25% of these options become exercisable on 2/27/2016, 25% of these options become exercisable on 2/27/2017, and the remaining 25% of these options become exercisable on 2/27/2018.
- 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.