SEC Form 4 · accession 0001395942-17-000055
OPENLANE, Inc. · OPLN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Stephane St. Hilaire
Officer — President and CEO of ADESA
Period of report
Mar 7, 2017
Accepted (ET)
Mar 9, 2017 · 2:08 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,F2,F3 | Mar 7, 2017 | A | 15,593 | $0.00 | A | 18,407 | D | |
| Common Stock | Mar 7, 2017 | F | 4,487 | $44.72 | D | 13,920 | 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)F5 | $30.89 | holding | — | — | — | — | Feb 27, 2024 | Common Stock | 38,884 | 38,884 | D |
| Employee Stock Option (right to buy)F6 | $13.46 | holding | — | — | — | — | Mar 1, 2020 | Common Stock | 72,768 | 72,768 | D |
| Restricted Stock UnitsF7,F8 | — | holding | — | — | — | — | — | Common Stock | 1,072 | 1,072 | D |
| Restricted Stock UnitsF2,F9 | — | holding | — | — | — | — | — | Common Stock | 2,309 | 2,309 | D |
Explanation of responses
- F1The number of performance-based restricted stock units that vested was determined as follows: (1) fifty percent was determined based on the Company's total stockholder return relative to that of companies within the S&P 500 Index over a three-year period from February 27, 2014 through February 27, 2017; and (2) fifty percent was determined based on the Company's cumulative adjusted net income per share exceeding certain levels over the three-year period beginning on January 1, 2014 and ending on December 31, 2016.
- F2Each performance-based restricted stock unit is convertible into a share of common stock on a 1-for-1 basis. The performance-based restricted stock units vested into common stock on March 7, 2017.
- F3Includes 597.1912 shares acquired (including 4.2121 shares acquired by dividend reinvestment) pursuant to the Company's Employee Stock Purchase Plan on November 30, 2016.
- F4Shares withheld by the Company to satisfy tax withholding requirements.
- F529,163 of these options are currently exercisable and the remaining 9,721 options become exercisable on February 27, 2018, assuming continued employment through the applicable vesting date.
- F6All of these options are currently exercisable.
- F7Each restricted stock unit is convertible into a share of common stock on a 1-for-1 basis.
- F8These 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.
- F9These 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.