SEC Form 4 · accession 0001395942-17-000040
OPENLANE, Inc. · OPLN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John W Kett
Officer — IAA CEO & President
Period of report
Feb 23, 2017
Accepted (ET)
Feb 27, 2017 · 9:37 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 23, 2017 | M | 1,166 | $0.00 | A | 1,166 | D | |
| Common Stock | Feb 23, 2017 | F | 380 | $44.80 | D | 786 | D | |
| Common Stock | holding | — | — | — | 18,130 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF4,F6 | — | Feb 23, 2017 | A | 3,498 | A | — | — | Common Stock | 3,498 | 3,498 | D |
| Restricted Stock UnitsF1,F7 | — | Feb 23, 2017 | M | 1,166 | D | — | — | Common Stock | 1,166 | 2,332 | D |
| Common StockF3 | $10.00 | holding | — | — | — | — | Aug 20, 2017 | Common Stock | 85,246 | 85,246 | D |
| Restricted Stock UnitsF4,F5 | — | holding | — | — | — | — | — | Common Stock | 1,072 | 1,072 | D |
Explanation of responses
- F1Each 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 February 23, 2017.
- F2Shares withheld by the Company to satisfy tax withholding requirements.
- F3All of these options are currently exercisable.
- F4Converts into common stock on a 1-for-1 basis.
- F5These 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 February 20, 2016, one-third of these restricted stock units vested on February 20, 2017 and the remaining one-third of these restricted stock units vest on February 20, 2018, assuming continued employment through the applicable vesting date.
- F6The compensation committee certified on February 23, 2017 that the Company achieved the 2016 net income performance goal for the restricted stock unit awards granted in 2016 under the KAR Auction Services, Inc. 2009 Omnibus Stock and Incentive Plan. These 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 February 23, 2017, one-third of these restricted stock units vest on February 22, 2018 and the remaining one-third of these restricted stock units vest on February 22, 2019, assuming continued employment through the applicable vesting date.
- 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 February 23, 2017, one-third of these restricted stock units vest on February 22, 2018 and the remaining one-third of these restricted stock units vest on February 22, 2019, assuming continued employment through the applicable vesting date.