SEC Form 4 · accession 0001395942-17-000056
OPENLANE, Inc. · OPLN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Benjamin Skuy
Officer — EVP of International Markets
Period of report
Mar 9, 2017
Accepted (ET)
Mar 13, 2017 · 7:04 pm EDT
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 9, 2017 | M | 5,218 | $16.264 | A | 5,218 | D | |
| Common StockF2 | Mar 9, 2017 | S | 5,218 | $45.0164 | D | 0 | D | |
| Common Stock | Mar 10, 2017 | M | 9,822 | $16.264 | A | 9,822 | D | |
| Common StockF3 | Mar 10, 2017 | S | 9,822 | $44.9636 | D | 0 | D | |
| Common StockF1 | holding | — | — | — | 88,943 | 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,F5 | $16.264 | Mar 9, 2017 | M | 15,040 | D | — | Feb 7, 2018 | Common Stock | 15,040 | 0 | D |
| Employee Stock Option (right to buy)F5 | $13.46 | holding | — | — | — | — | Mar 1, 2020 | Common Stock | 71,560 | 71,560 | D |
| Restricted Stock UnitsF6,F7 | — | holding | — | — | — | — | — | Common Stock | 576 | 576 | D |
| Restricted Stock UnitsF6,F8 | — | holding | — | — | — | — | — | Common Stock | 1,161 | 1,161 | D |
Explanation of responses
- F1Includes 619.3535 shares acquired (including 10.1917 shares acquired by dividend reinvestment) pursuant to the Company's Employee Stock Purchase Plan on May 31, 2016.
- F2The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $45.0000 to $45.0600 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.
- F3The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $44.8700 to $45.1500 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.
- F45,218 shares were exercised on March 9, 2017 and 9,822 shares were exercised on March 10, 2017.
- F5All of these options are currently exercisable.
- F6Each restricted stock unit is convertible into a share of common stock on a 1-for-1 basis.
- 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 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.
- 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 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