SEC Form 4 · accession 0001395942-16-000295
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
May 9, 2016
Accepted (ET)
May 11, 2016 · 9:56 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 9, 2016 | M | 16,666 | $10.00 | A | 16,666 | D | |
| Common StockF1 | May 9, 2016 | S | 16,666 | $39.3302 | D | 0 | D | |
| Common Stock | holding | — | — | — | 593 | 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 | $10.00 | May 9, 2016 | A | 16,666 | D | — | Jul 29, 2019 | Common Stock | 16,666 | 0 | D |
| Employee Stock Option (right to buy)F2,F4 | $16.07 | holding | — | — | — | — | Feb 28, 2022 | Common Stock | 32,000 | 32,000 | D |
| Restricted Stock UnitsF5,F6 | — | holding | — | — | — | — | — | Common Stock | 1,906 | 1,906 | 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 $39.2300 to $39.4800 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.
- F2An 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.
- F3These performance options are currently exercisable.
- F4These service options are currently exercisable.
- F5Each 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.
- 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 vested on 2/20/2016, one-third of these restricted stock units will vest on 2/20/2017 and the remaining one-third of these restricted stock units will vest on 2/20/2018, assuming continued employment through the applicable vesting date.