SEC Form 4 · accession 0001395942-18-000014
OPENLANE, Inc. · OPLN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kelly Peter
Officer — CTO & Pres of Digital Srvs Grp
Period of report
Feb 6, 2018
Accepted (ET)
Feb 8, 2018 · 8:56 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 | Feb 6, 2018 | A | 12,483 | $0.00 | A | 14,911 | D | |
| Common Stock | Feb 6, 2018 | F | 5,091 | $51.04 | D | 9,820 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF6,F9 | — | Feb 6, 2018 | A | 3,106 | A | — | — | Common Stock | 3,106 | 3,106 | D |
| Employee Stock Option (right to buy)F5 | $12.97 | holding | — | — | — | — | Nov 4, 2021 | Common Stock | 170,000 | 170,000 | D |
| Restricted Stock UnitsF6,F7 | — | holding | — | — | — | — | — | Common Stock | 953 | 953 | D |
| Restricted Stock UnitsF6,F8 | — | holding | — | — | — | — | — | Common Stock | 2,214 | 2,214 | D |
Explanation of responses
- F1The number of performance-based restricted stock units that vested 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, 2015 and ending on December 31, 2017.
- 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 February 6, 2018.
- F3Includes 615.6970 shares acquired (including 24.4008 shares acquired by dividend reinvestment) pursuant to the Company's Employee Stock Purchase Plan.
- F4Shares withheld by the Company to satisfy tax withholding requirements.
- 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.
- F9The compensation committee certified on February 6, 2018 that the Company achieved the 2017 net income performance goal for the restricted stock unit awards granted in 2017 under the KAR Auction Services, Inc. 2009 Omnibus Stock and Incentive Plan. These 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 vest on February 24, 2018, one-third of these restricted stock units vest on February 24, 2019 and the remaining one-third of these restricted stock units vest on February 24, 2020, assuming continued employment through the applicable vesting date.