SEC Form 4 · accession 0001395942-19-000002
OPENLANE, Inc. · OPLN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mark E Hill
Director
Period of report
Jan 4, 2019
Accepted (ET)
Jan 8, 2019 · 1:42 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 Stock | holding | — | — | — | 29,700 | D | ||
| Common StockF1 | holding | — | — | — | 800 | I | Family Member's Brokerage Account |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Phantom StockF5,F2,F4 | — | Jan 4, 2019 | A | 108 | A | — | — | Common Stock | 108 | 1,160 | D |
| Phantom StockF2,F3,F4 | — | holding | — | — | — | — | — | Common Stock | 13,477 | 13,477 | D |
Explanation of responses
- F1The shares are held in a family member's brokerage account, over which the reporting person holds a power of attorney. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
- F2The phantom stock will convert into shares of KAR common stock on a one-for-one basis.
- F3Represents director fees deferred in the reporting person's account in the KAR Auction Services, Inc. Directors Deferred Compensation Plan. 2,140 shares of phantom stock were granted on June 4, 2018 at a price of $53.75 per share pursuant to the KAR Auction Services, Inc. 2009 Omnibus Stock and Incentive Plan and will be settled only for shares of KAR common stock on a one-for-one basis. One-fourth of this grant vests every three months from the date of the grant and such grant is subject to forfeiture until vested. All other shares of phantom stock are vested.
- F4The reporting person will receive shares of KAR common stock, on a one-for-one basis, at a future date(s) specified by him subject to the terms and conditions of the KAR Auction Services, Inc. Directors Deferred Compensation Plan.
- F5Reflects the reinvestment of dividend equivalents in additional shares of phantom stock pursuant to the KAR Auction Services, Inc. Directors Deferred Compensation Plan, of which all shares except 16.1618 are vested, which remaining 16.1618 shares will vest as follows: 8.0809 shares vest on March 4, 2019 and the remaining 8.0809 shares vest on June 4, 2019.