SEC Form 4 · accession 0001395942-17-000076
OPENLANE, Inc. · OPLN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John W Kett
Officer — IAA CEO & President
Period of report
Jun 1, 2017
Accepted (ET)
Jun 1, 2017 · 1:46 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 | Jun 1, 2017 | M | 17,049 | $10.00 | A | 51,805 | D | |
| Common StockF2,F3 | Jun 1, 2017 | S | 9,913 | $43.9242 | D | 41,892 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Common StockF4 | $10.00 | Jun 1, 2017 | M | 17,049 | D | — | Aug 20, 2017 | Common Stock | 17,049 | 34,098 | D |
| Restricted Stock UnitsF5,F6 | — | holding | — | — | — | — | — | Common Stock | 1,072 | 1,072 | D |
| Restricted Stock UnitsF5,F7 | — | holding | — | — | — | — | — | Common Stock | 2,332 | 2,332 | D |
Explanation of responses
- F1This transaction was effected pursuant to a Rule 10b5-1 Plan adopted by the reporting person on February 24, 2017.
- F2Reflects 9,913 shares sold to fund the cashless exercise of 17,049 options owned by the reporting person.
- F3The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $43.46 to $44.07 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.
- F5Converts into 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.