4//SEC Filing
Abraham Maju 4
Accession 0000899243-23-009338
CIK 0001745041other
Filed
Mar 20, 8:00 PM ET
Accepted
Mar 21, 5:59 PM ET
Size
12.1 KB
Accession
0000899243-23-009338
Insider Transaction Report
Form 4
IAA, Inc.IAA
Abraham Maju
Chief Information Officer
Transactions
- Award
Common Stock
2023-03-20+9,056→ 26,552 total - Disposition to Issuer
Common Stock
2023-03-20−26,552→ 0 total - Disposition to Issuer
Employee stock option (right to buy)
2023-03-20−15,979→ 0 totalExercise: $46.97Exp: 2029-07-29→ Common Stock (15,979 underlying)
Footnotes (5)
- [F1]Pursuant to an Agreement and Plan of Merger and Reorganization, dated as of November 7, 2022, as amended by the Amendment to the Agreement and Plan of Merger and Reorganization, dated as of January 22, 2023 (the "Merger Agreement" and the transactions contemplated thereby, the "Merger"), by and among the Issuer, a Delaware corporation, Ritchie Bros. Auctioneers Incorporated, a company organized under the federal laws of Canada ("RBA"), Ritchie Bros. Holdings Inc., a Washington corporation and a direct and indirect wholly owned subsidiary of RBA ("US Holdings"), Impala Merger Sub I, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of US Holdings, and Impala Merger Sub II, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of US Holdings,
- [F2](Continued from Footnote 1) awards of restricted stock units previously granted by the Issuer that were subject to performance-based vesting conditions were assumed by RBA at the effective time of the Merger (the "Effective Time") and converted into the right to receive, upon vesting, a number of RBA common shares determined based on an equity award exchange ratio of 0.763139 RBA common shares per share of Issuer stock underlying such award (the "equity award exchange ratio"). The RBA common shares underlying these restricted stock units will be subject to the same terms and conditions, including time-based vesting and forfeiture provisions, but not performance-vesting provisions, as applied to the restricted stock units as of immediately prior to the Effective Time.
- [F3]Pursuant to the Merger Agreement, each share of the Issuer's common stock held by the Reporting Person, automatically and without any required action by the Reporting Person, was converted into the right to receive: (i) 0.5252 of a common share of RBA plus cash in lieu of any fractional RBA common share, and (ii) $12.80 in cash, without interest and less any required withholding taxes.
- [F4]In addition to the restricted stock units described in footnote 1, includes 7,170 shares underlying restricted stock units that were subject to time-based vesting conditions. Pursuant to the terms of the Merger Agreement, these restricted stock units were assumed by RBA at the Effective Time and converted into the right to receive a number of RBA common shares determined based on the equity award exchange ratio. The RBA common shares stock underlying these restricted stock units will be subject to the same terms and conditions, including vesting and forfeiture terms, applicable to the restricted stock units as of immediately prior to the Effective Time.
- [F5]This option, which provided for vesting in three equal annual installments beginning on July 29, 2020, was assumed by RBA at the Effective Time and converted into an option to purchase a number of RBA common shares and at an exercise price, in each case determined based on the equity award exchange ratio. The RBA common shares underlying the option will be subject to the same terms and conditions, including vesting, exercise, expiration and forfeiture terms, applicable to the option as of immediately prior to the Effective Time.
Documents
Issuer
IAA, Inc.
CIK 0001745041
Entity typeother
Related Parties
1- filerCIK 0001778830
Filing Metadata
- Form type
- 4
- Filed
- Mar 20, 8:00 PM ET
- Accepted
- Mar 21, 5:59 PM ET
- Size
- 12.1 KB