SEC Form 4 · accession 0001395942-18-000047
OPENLANE, Inc. · OPLN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James P Hallett
Officer — Chief Executive Officer · Director
Period of report
Feb 22, 2018
Accepted (ET)
Feb 26, 2018 · 9:08 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 22, 2018 | M | 6,988 | $0.00 | A | 263,756 | D | |
| Common Stock | Feb 22, 2018 | F | 2,882 | $50.87 | D | 260,874 | D | |
| Common StockF4 | Feb 24, 2018 | M | 6,581 | $0.00 | A | 267,455 | D | |
| Common Stock | Feb 24, 2018 | F | 2,868 | $51.42 | D | 264,587 | 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 UnitsF7,F8 | — | Feb 22, 2018 | M | 6,988 | D | — | — | Common Stock | 6,988 | 7,065 | D |
| Restricted Stock UnitsF7,F9 | — | Feb 24, 2018 | M | 6,581 | D | — | — | Common Stock | 6,581 | 13,161 | D |
| Employee Stock Option (right to buy)F5 | $13.46 | holding | — | — | — | — | Mar 1, 2020 | Common Stock | 150,000 | 150,000 | D |
| Employee Stock Option (right to buy)F6 | $30.89 | holding | — | — | — | — | Feb 27, 2024 | Common Stock | 194,404 | 194,404 | 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 22, 2018.
- F2Includes 1,213.8475 shares acquired (including 46.8990 shares acquired by dividend reinvestment) pursuant to the Company's Employee Stock Purchase Plan.
- F3Shares withheld by the Company to satisfy tax withholding requirements.
- F4Each 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.
- F5All of these options are currently exercisable.
- F6145,803 of these options are currently exercisable and the remaining 48,601 options become exercisable on February 27, 2018, assuming continued employment through the applicable vesting date.
- F7Each restricted stock unit is convertible into a share of common stock on a 1-for-1 basis.
- 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 vested 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.
- F9These 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.