SEC Form 4 · accession 0001395942-16-000316
OPENLANE, Inc. · OPLN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Warren W Byrd
Officer — EVP of Corp Dev & Real Estate
Period of report
Jun 14, 2016
Accepted (ET)
Jun 16, 2016 · 8:54 am 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 | Jun 14, 2016 | M | 10,028 | $10.00 | A | 10,028 | D | |
| Common StockF1 | Jun 14, 2016 | S | 10,028 | $40.0616 | D | 0 | D | |
| Common Stock | Jun 15, 2016 | M | 17,950 | $10.00 | A | 17,950 | D | |
| Common StockF2 | Jun 15, 2016 | S | 17,950 | $40.0302 | D | 0 | D | |
| Common Stock | holding | — | — | — | 366 | 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 Options (right to buy)F3,F4,F5 | $10.00 | Jun 14, 2016 | A | 27,978 | D | — | Aug 20, 2017 | Common Stock | 27,978 | 0 | D |
| Restricted Stock UnitsF6,F7 | — | holding | — | — | — | — | — | Common Stock | 1,161 | 1,161 | 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 $40.00 to $40.1900 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.
- F2The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $40.00 to $40.0302 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.
- F310,028 shares were exercised on 6/14/16 and 17,950 shares were exercised on 6/15/16.
- 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.
- F5These options are currently exercisable.
- F6Each 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.
- 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 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.