SEC Form 4 · accession 0001395942-17-000035
OPENLANE, Inc. · OPLN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James E. Money II
Officer — AFC President
Period of report
Feb 22, 2017
Accepted (ET)
Feb 24, 2017 · 4:54 pm EST
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 StockF1 | Feb 22, 2017 | M | 501 | $0.00 | A | 501 | D | |
| Common Stock | Feb 22, 2017 | F | 186 | $44.80 | D | 315 | D | |
| Common Stock | Feb 24, 2017 | M | 26,600 | $16.264 | A | 26,600 | D | |
| Common StockF3 | Feb 24, 2017 | S | 26,600 | $44.4494 | D | 0 | D | |
| Common Stock | holding | — | — | — | 6,587 | 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)F4 | $16.264 | Feb 24, 2017 | M | 26,600 | D | — | Feb 7, 2018 | Common Stock | 26,600 | 0 | D |
| Restricted Stock UnitsF5,F7 | — | Feb 22, 2017 | M | 501 | D | — | — | Common Stock | 501 | 997 | D |
| Employee Stock Option (right to buy)F4 | $16.07 | holding | — | — | — | — | Feb 28, 2022 | Common Stock | 32,000 | 32,000 | D |
| Restricted Stock UnitsF5,F6 | — | holding | — | — | — | — | — | Common Stock | 574 | 574 | D |
| Restricted Stock UnitsF5,F8 | — | holding | — | — | — | — | — | Common Stock | 471 | 471 | D |
Explanation of responses
- F1Each restricted stock unit and dividend equivalent is convertible into a share of common stock on a 1-for-1 basis. The restricted stock units and dividend equivalents vested in common stock on February 22, 2017.
- F2Shares withheld by the Company to satisfy tax withholding requirements.
- F3The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $44.30 to $44.65 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.
- F4All shares are currently exercisable.
- F5Each restricted stock unit is convertible into a share of common stock on a 1-for-1 basis.
- 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 vest on August 4, 2017, one-third of these restricted stock units vest on August 4, 2018 and the remaining one-third of these restricted stock units vest on August 4, 2019, assuming continued employment through the applicable vesting date and assuming the performance related conditions set forth in the reporting person's award agreement are met.
- F7These restricted stock units and dividend equivalents remain subject to a time-vesting requirement and are scheduled to vest and settle into common stock as follows: one-third of these restricted stock units and dividend equivalents vested on February 22, 2017, one-third of these restricted stock units and dividend equivalents will vest on February 22, 2018 and the remaining one-third of these restricted stock units and dividend equivalents will vest on February 22, 2019, assuming continued employment through the applicable vesting date.
- F8These restricted stock units and dividend equivalents remain subject to a time-vesting requirement and are scheduled to vest and settle into common stock as follows: half of these restricted stock units and dividend equivalents vested on February 20, 2017 and the remaining half of these restricted stock units and dividend equivalents will vest on February 20, 2018, assuming continued employment through the applicable vesting date.