SEC Form 4 · accession 0001395942-17-000060
OPENLANE, Inc. · OPLN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mark E Hill
Director
Period of report
Apr 4, 2017
Accepted (ET)
Apr 6, 2017 · 8:21 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 | holding | — | — | — | 29,700 | D | ||
| Common StockF1 | holding | — | — | — | 800 | I | Family Member's Brokerage Account |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Phantom StockF5,F2,F4 | — | Apr 4, 2017 | A | 70 | A | — | — | Common Stock | 70 | 544 | D |
| Phantom StockF2,F3,F4 | — | holding | — | — | — | — | — | Common Stock | 8,743 | 8,743 | D |
Explanation of responses
- F1The shares are held in a family member's brokerage account, over which the reporting person holds a power of attorney. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
- F2The phantom stock will convert into shares of KAR common stock on a one-for-one basis.
- F3Represents director fees deferred in the reporting person's account in the KAR Auction Services, Inc. Directors Deferred Compensation Plan. Shares of restricted stock were granted on June 8, 2016 at a price of $41.30 per share and will be settled only for shares of KAR common stock on a one-for-one basis. These shares of restricted stock were granted pursuant to the KAR Auction Services, Inc. 2009 Omnibus Stock and Incentive Plan and one-fourth of the grant vests every three months from the date of the grant and such grant is subject to forfeiture until vested.
- F4The reporting person will receive shares of KAR common stock, on a one-for-one basis, at a future date(s) specified by him pursuant to the KAR Auction Services, Inc. Directors Deferred Compensation Plan.
- F5Reflects dividend payments in the form of additional shares of phantom stock pursuant to the terms of the KAR Auction Services, Inc. Directors Deferred Compensation Plan, of which 522.8098 shares are vested and the remaining 21.5619 shares will vest on June 7, 2017.