SEC Form 4 · accession 0001395942-16-000293
OPENLANE, Inc. · OPLN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas J. Caruso
Officer — Chief Client Officer
Period of report
May 10, 2016
Accepted (ET)
May 11, 2016 · 9:54 pm EDT
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 | May 10, 2016 | M | 20,000 | $13.46 | A | 20,000 | D | |
| Common StockF1 | May 10, 2016 | S | 20,000 | $39.6398 | D | 0 | D | |
| Common Stock | holding | — | — | — | 315 | 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 | $13.46 | May 10, 2016 | A | 20,000 | D | — | Mar 1, 2020 | Common Stock | 20,000 | 13,585 | D |
| Employee Stock Option (right to buy)F2 | $16.677 | holding | — | — | — | — | Aug 19, 2018 | Common Stock | 10,275 | 10,275 | D |
| Employee Stock Option (right to buy)F2 | $14.44 | holding | — | — | — | — | Feb 25, 2021 | Common Stock | 25,000 | 25,000 | D |
| Restricted Stock UnitsF3,F4 | — | holding | — | — | — | — | — | Common Stock | 1,012 | 1,012 | D |
Explanation of responses
- F1The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $39.5900 to $39.6950 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- F2All shares are currently exercisable.
- F3Each 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.
- F4These 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 vested 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.