SEC Form 4 · accession 0001395942-17-000049
OPENLANE, Inc. · OPLN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Donald S. Gottwald
Officer — Chief Operating Officer
Period of report
Mar 1, 2017
Accepted (ET)
Mar 3, 2017 · 5:14 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 Stock | Mar 1, 2017 | M | 18,125 | $10.00 | A | 18,125 | D | |
| Common StockF3 | Mar 1, 2017 | S | 18,125 | $44.982 | D | 0 | D | |
| Common StockF1 | holding | — | — | — | 3,932 | 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 | $10.00 | Mar 1, 2017 | M | 18,125 | D | — | May 6, 2019 | Common Stock | 18,125 | 98,125 | D |
| Restricted Stock UnitsF5,F6 | — | holding | — | — | — | — | — | Common Stock | 1,638 | 1,638 | D |
| Restricted Stock UnitsF5,F7 | — | holding | — | — | — | — | — | Common Stock | 3,562 | 3,562 | D |
Explanation of responses
- F1Includes 620.6204 shares acquired (including 11.4586 shares acquired by dividend reinvestment) pursuant to the Company's Employee Stock Purchase Plan on May 31, 2016.
- F2This transaction was effected pursuant to a Rule 10b5-1 Plan adopted by the reporting person on August 10, 2016.
- F3The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $44.8100 to $45.1200 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 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.
- 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.