SEC Form 4 · accession 0001395942-18-000039
OPENLANE, Inc. · OPLN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Eric M. Loughmiller
Officer — EVP & CFO
Period of report
Feb 20, 2018
Accepted (ET)
Feb 22, 2018 · 6:10 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 | Feb 20, 2018 | M | 2,977 | $0.00 | A | 150,043 | D | |
| Common Stock | Feb 20, 2018 | F | 1,319 | $50.49 | D | 148,724 | 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 UnitsF5,F6 | — | Feb 20, 2018 | M | 2,977 | D | — | — | Common Stock | 2,977 | 0 | D |
| Employee Stock Option (right to buy)F4 | $30.89 | holding | — | — | — | — | Feb 27, 2024 | Common Stock | 97,204 | 97,204 | D |
| Restricted Stock UnitsF1,F7 | — | holding | — | — | — | — | — | Common Stock | 6,288 | 6,288 | D |
| Restricted Stock UnitsF5,F8 | — | holding | — | — | — | — | — | Common Stock | 4,799 | 4,799 | D |
Explanation of responses
- F1Each restricted stock unit is convertible into a share of common stock on a 1-for-1 basis. The restricted stock units vested in common stock on February 20, 2018.
- F2Includes 639.8688 shares acquired (including 30.7070 shares acquired by dividend reinvestment) pursuant to the Company's Employee Stock Purchase Plan.
- F3Shares withheld by the Company to satisfy tax withholding requirements.
- F472,903 of these options are currently exercisable and the remaining 24,301 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 were subject to a time-vesting requirement and vested and settled 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 vested on February 20, 2018.
- 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.
- 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 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.