SEC Form 4 · accession 0001395942-18-000043
OPENLANE, Inc. · OPLN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James E. Money II
Officer — AFC President
Period of report
Feb 22, 2018
Accepted (ET)
Feb 26, 2018 · 8:50 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 | Feb 22, 2018 | M | 514 | $0.00 | A | 9,184 | D | |
| Common Stock | Feb 22, 2018 | F | 144 | $50.87 | D | 9,040 | D | |
| Common StockF3 | Feb 24, 2018 | M | 613 | $0.00 | A | 9,653 | D | |
| Common Stock | Feb 24, 2018 | F | 170 | $51.42 | D | 9,483 | 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,F7 | — | Feb 22, 2018 | M | 514 | D | — | — | Common Stock | 514 | 512 | D |
| Restricted Stock UnitsF5,F8 | — | Feb 24, 2018 | M | 613 | D | — | — | Common Stock | 613 | 1,225 | D |
| Employee Stock Option (right to buy)F4 | $16.07 | holding | — | — | — | — | Feb 28, 2022 | Common Stock | 32,000 | 32,000 | D |
| Restricted Stock UnitsF5,F6 | — | holding | — | — | — | — | — | Common Stock | 382 | 382 | D |
Explanation of responses
- F1Each restricted stock unit (including dividend equivalents) is convertible into a share of common stock on a 1-for-1 basis. The restricted stock units and dividend equivalents vested in common stock on February 22, 2018.
- F2Shares withheld by the Company to satisfy tax withholding requirements.
- F3Each 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 24, 2018.
- F4All shares are currently exercisable.
- 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 August 4, 2017, one-third of these restricted stock units vest on August 4, 2018 and the remaining one-third of these restricted stock units vest on August 4, 2019, assuming continued employment through the applicable vesting date and assuming the performance related conditions set forth in the reporting person's award agreement are met.
- F7These restricted stock units and dividend equivalents remain subject to a time-vesting requirement and are scheduled to vest and settle into common stock as follows: one-third of these restricted stock units and dividend equivalents vested on February 22, 2017, one-third of these restricted stock units and dividend equivalents vested on February 22, 2018 and the remaining one-third of these restricted stock units and dividend equivalents will 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 vested 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.