SEC Form 4 · accession 0001395942-17-000104
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
Aug 18, 2017
Accepted (ET)
Aug 22, 2017 · 4:39 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 StockF1 | Aug 18, 2017 | M | 20 | $10.00 | A | 14,506 | D | |
| Common Stock | Aug 18, 2017 | S | 20 | $44.36 | D | 14,486 | 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)F2,F3 | $10.00 | Aug 18, 2017 | M | 20 | D | — | Aug 20, 2017 | Common Stock | 20 | 0 | D |
| Employee Stock Option (right to buy)F4 | $30.89 | holding | — | — | — | — | Feb 27, 2024 | Common Stock | 38,884 | 38,884 | D |
| Employee Stock Option (right to buy)F3 | $13.46 | holding | — | — | — | — | Mar 1, 2020 | Common Stock | 72,768 | 72,768 | D |
| Restricted Stock UnitsF5,F6 | — | holding | — | — | — | — | — | Common Stock | 1,072 | 1,072 | D |
| Restricted Stock UnitsF5,F7 | — | holding | — | — | — | — | — | Common Stock | 2,309 | 2,309 | D |
Explanation of responses
- F1Includes 1,183.3136 shares acquired (including 17.8591 shares acquired by dividend reinvestment) pursuant to the Company's Employee Stock Purchase Plan.
- F2Due to a clerical error, all options were previously erroneously reported as having been exercised on the Form 4 filed on May 11, 2016, when in fact the option remained unexercised solely with respect to 20 shares. The option was exercised with respect to those remaining 20 shares on August 18, 2017 prior to the option's expiration on August 20, 2017.
- F3All of these options are currently exercisable.
- F429,163 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.
- 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.