SEC Form 4 · accession 0001395942-16-000347
OPENLANE, Inc. · OPLN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mark E Hill
Director
Period of report
May 21, 2015
Accepted (ET)
Aug 31, 2016 · 10:49 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 StockF2 | May 21, 2015 | P | 500 | $37.799 | A | 500 | I | R. Helen Just Revocable Living Trust Dated October 27, 1997 |
| Common StockF2 | May 21, 2015 | P | 300 | $37.795 | A | 300 | I | R. Helen Just Revocable Living Trust Dated October 27, 1997 |
| Common StockF3,F2 | Aug 29, 2016 | J | 800 | $0.00 | D | 0 | I | R. Helen Just Revocable Living Trust Dated October 27, 1997 |
| Common StockF4,F5 | Aug 29, 2016 | J | 800 | $0.00 | A | 800 | I | Family Member's Brokerage Account |
| Common Stock | holding | — | — | — | 13,500 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Phantom StockF9,F10,F6,F8 | — | Aug 31, 2016 | A | 0 | A | — | — | Common Stock | 0 | 348 | D |
| Phantom StockF6,F7,F8 | — | holding | — | — | — | — | — | Common Stock | 8,743 | 8,743 | D |
Explanation of responses
- F1On May 21, 2015, the reporting person caused the trust to purchase 300 shares of KAR common stock for $37.795 and 500 shares of KAR common stock for $37.799.
- F10Reflects dividend payment of which 43.6365 shares are vested and the remaining shares will vest as follows: 4.8665 shares vest on 9/7/2016, 4.8665 shares vest on 12/7/2016, 4.8665 shares vest on 3/7/2017 and the remaining 4.8666 shares vest on 6/7/2017.
- F2The reporting person is trustee of the R. Helen Just Revocable Living Trust Dated October 27, 1997. Members of the reporting person's immediate family are beneficiaries of the trust. The reporting person disclaims beneficial ownership of the securities held by the trust except to the extent of his pecuniary interest therein.
- F3On August 29, 2016, the reporting person caused the trust to transfer the 800 shares of KAR common stock to a brokerage account for the benefit of a member of the reporting person's immediate family for no value pursuant to the distribution of trust assets, over which the reporting person holds a power of attorney.
- F4On August 29, 2016, the reporting person caused the R. Helen Just Revocable Living Trust Dated October 27, 1997, of which the reporting person is trustee, to transfer 800 shares of KAR common stock to a brokerage account (over which the reporting person holds a power of attorney) for the benefit of a member of the reporting person's immediate family for no value pursuant to the distribution of trust assets.
- F5The reporting person disclaims beneficial ownership of the securities held by the trust except to the extent of his pecuniary interest therein.
- F6The phantom stock will convert into shares of KAR common stock on a one-for-one basis.
- F7Represents director fees deferred in the reporting person's account in the KAR Auction Services, Inc. Directors Deferred Compensation Plan. Shares of restricted stock were granted on 6/8/2016 at a price of $41.30 per share and will be settled only for shares of KAR common stock on a one-for-one basis. These shares of restricted stock were granted pursuant to the KAR Auction Services, Inc. 2009 Omnibus Stock and Incentive Plan and one-fourth of the grant vests every three months from the date of the grant and such grant is subject to forfeiture until vested.
- F8The reporting person will receive shares of KAR common stock, on a one-for-one basis, at a future date(s) specified by him pursuant to the deferred compensation plan.
- F9Reflects the reinvestment of dividend equivalents in additional shares of phantom stock pursuant to the terms of the KAR Auction Services, Inc. Directors Deferred Compensation Plan.