SEC Form 4 · accession 0001395942-19-000022
OPENLANE, Inc. · OPLN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kelly Peter
Officer — President
Period of report
Feb 19, 2019
Accepted (ET)
Feb 21, 2019 · 7:32 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 19, 2019 | A | 12,673 | $0.00 | A | 24,069 | D | |
| Common Stock | Feb 19, 2019 | F | 4,789 | $53.85 | D | 19,280 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 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 | 1,107 | 1,107 | D |
| Restricted Stock UnitsF6,F8 | — | holding | — | — | — | — | — | Common Stock | 2,070 | 2,070 | D |
| Restricted Stock UnitsF6,F9 | — | holding | — | — | — | — | — | Common Stock | 2,670 | 2,670 | D |
Explanation of responses
- F1The number of performance-based restricted stock units that vested was determined based on the Company's cumulative operating adjusted net income per share exceeding certain levels over the three-year period beginning on January 1, 2016 and ending on December 31, 2018.
- 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 19, 2019.
- F3Includes 631.9256 shares acquired (including 40.6295 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 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.
- 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.
- 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 vest on March 2, 2019, one-third of these restricted stock units vest on March 2, 2020 and the remaining one-third of these restricted stock units vest on March 2, 2021, assuming continued employment through the applicable vesting date.