SEC Form 4 · accession 0001395942-16-000296
OPENLANE, Inc. · OPLN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Stephane St. Hilaire
Officer — President and CEO of ADESA
Period of report
May 9, 2016
Accepted (ET)
May 11, 2016 · 9:57 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 | 5,000 | $10.00 | A | 5,000 | D | |
| Common StockF1 | May 9, 2016 | S | 5,000 | $39.2684 | D | 0 | D | |
| Common Stock | May 10, 2016 | M | 54,355 | $10.00 | A | 54,355 | D | |
| Common StockF2 | May 10, 2016 | S | 54,355 | $39.5384 | D | 0 | D | |
| Common Stock | holding | — | — | — | 721 | 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)F5,F4,F6 | $10.00 | May 9, 2016 | A | 59,355 | D | — | Aug 20, 2017 | Common Stock | 59,355 | 0 | D |
| Employee Stock Option (right to buy)F3,F4 | $30.89 | holding | — | — | — | — | Feb 27, 2024 | Common Stock | 38,884 | 38,884 | D |
| Employee Stock Option (right to buy)F4,F7,F8 | $13.46 | holding | — | — | — | — | Mar 1, 2020 | Common Stock | 72,768 | 72,768 | D |
| Restricted Stock UnitsF9,F10 | — | holding | — | — | — | — | — | Common Stock | 2,144 | 2,144 | 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 $39.2600 to $39.2700 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.
- F10These 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.
- F2The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $39.1700 to $39.7000 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.
- F3These 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 became 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.
- 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.
- F55,000 shares were exercised on 5/9/16 and 54,335 shares were exercised on 5/10/16.
- F654,355 of these performance options are currently exercisable.
- F75,598 of these service options are currently exercisable.
- F867,170 of these options are performance options that are currently exercisable.
- F9Each 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.