SEC Form 4 · accession 0001395942-17-000042
OPENLANE, Inc. · OPLN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kelly Peter
Officer — CTO & Pres of Digital Srvs Grp
Period of report
Feb 23, 2017
Accepted (ET)
Feb 27, 2017 · 9:41 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 StockF2 | Feb 23, 2017 | M | 1,107 | $0.00 | A | 1,107 | D | |
| Common Stock | Feb 23, 2017 | F | 433 | $44.80 | D | 674 | D | |
| Common StockF1 | holding | — | — | — | 1,736 | 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 UnitsF5,F7 | — | Feb 23, 2017 | A | 3,321 | A | — | — | Common Stock | 3,321 | 3,321 | D |
| Restricted Stock UnitsF2,F8 | — | Feb 23, 2017 | M | 1,107 | D | — | — | Common Stock | 1,107 | 2,214 | D |
| Employee Stock Option (right to buy)F4 | $12.97 | holding | — | — | — | — | Nov 4, 2021 | Common Stock | 185,000 | 185,000 | D |
| Restricted Stock UnitsF5,F6 | — | holding | — | — | — | — | — | Common Stock | 953 | 953 | D |
Explanation of responses
- F1Includes 598.3281 shares acquired (including 7.0320 shares acquired by dividend reinvestment) pursuant to the Company's Employee Stock Purchase Plan on August 31, 2016.
- F2Each 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.
- F3Shares withheld by the Company to satisfy tax withholding requirements.
- F4All of these options 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 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.
- F7The 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.
- F8The 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 AuctionServices, 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.