SEC Form 4 · accession 0001395942-19-000036
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, 2019
Accepted (ET)
Feb 26, 2019 · 9:29 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, 2019 | M | 7,065 | $0.00 | A | 319,280 | D | |
| Common Stock | Feb 22, 2019 | F | 2,956 | $47.06 | D | 316,324 | D | |
| Common StockF4 | Feb 24, 2019 | M | 6,316 | $0.00 | A | 322,640 | D | |
| Common Stock | Feb 24, 2019 | F | 2,605 | $47.06 | D | 320,035 | 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 UnitsF6,F7 | — | Feb 22, 2019 | M | 7,065 | D | — | — | Common Stock | 7,065 | 0 | D |
| Restricted Stock UnitsF6,F8 | — | Feb 24, 2019 | M | 6,316 | D | — | — | Common Stock | 6,316 | 6,316 | D |
| Restricted Stock UnitsF6,F10 | — | Feb 22, 2019 | A | 20,719 | A | — | — | Common Stock | 20,719 | 20,719 | D |
| Employee Stock Option (right to buy)F5 | $30.89 | holding | — | — | — | — | Feb 27, 2024 | Common Stock | 194,404 | 194,404 | D |
| Restricted Stock UnitsF6,F9 | — | holding | — | — | — | — | — | Common Stock | 18,019 | 18,019 | 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, 2019.
- F10These 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 22, 2020, one-third of these restricted stock units vest on February 22, 2021 and the remaining one-third of these restricted stock units vest on February 22, 2022, assuming continued employment through the applicable vesting date.
- F2Includes 1,716.2647 shares acquired (including 88.0616 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, 2019.
- 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 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 23, 2017, one-third of these restricted stock units vested on February 22, 2018 and the remaining one-third of these restricted stock units vested on February 22, 2019.
- 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 vested 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.