SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

ACKLEY MATTHEW

(Last)

(First)

(Middle)

9500 GLENLYON PARKWAY

(Street)

BURNABY

V5J 0C6

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/11/2020

3. Issuer Name and Ticker or Trading Symbol
RITCHIE BROS AUCTIONEERS INC [ RBA ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Marketing Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares	1,155⁽¹⁾	I	Employee Stock Purchase Plan
Common Shares	4,157	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (Right to Buy)	05/31/2020⁽²⁾	02/03/2026⁽³⁾	Common Shares	31,794	$17.76	D
Employee Stock Option (Right to Buy)	08/11/2018⁽⁴⁾	08/11/2027⁽³⁾	Common Shares	20,726	$27.1	D
Employee Stock Option (Right to Buy)	03/01/2019⁽⁵⁾	03/01/2028⁽³⁾	Common Shares	16,081	$32.16	D
Employee Stock Option (Right to Buy)	03/05/2021⁽⁶⁾	03/05/2030⁽³⁾	Common Shares	23,171	$40.64	D
Employee Stock Option (Right to Buy)	03/07/2020⁽⁷⁾	03/07/2029⁽³⁾	Common Shares	22,667	$33.79	D
Restricted Share Units (2017 RSUs)	⁽⁸⁾	11/15/2020⁽⁸⁾	Common Shares	17,586	⁽⁹⁾	D

Explanation of Responses:

1. Includes all Employee Stock Purchase Plan purchases through May 11, 2020.

2. The option was granted on May 31, 2017 and vests equally in three equal annual installments beginning May 31, 2018.

3. Date of expiration is reflected above; provided, however, that if such date occurs during a black out period (as defined in the RBA Amended and Restated Stock Option Plan) applicable to the reporting person or within five business days (as defined in such Plan) after the last day of a black out period applicable to the person, the expiry date for the option will be the last day of such five business day period.

4. The option was granted on August 11, 2017 and vests equally in three equal annual installments beginning August 11, 2018.

5. The option was granted on March 1, 2018 and vests in three equal annual installments beginning March 1, 2019.

6. The option was granted on March 5, 2020 and vests in three equal annual installments beginning March 5, 2021.

7. The option was granted on March 7, 2019 and vests in three equal annual installments beginning March 7, 2020.

8. The RSUs vest on 11/15/2020.The commons shares underlying vested RSUs or the cash value thereof (determined in accordance with the Amended and Restated Senior Executive Restricted Share Unit Plan) will be paid to the reporting person, net of tax, as soon as practicable following the end of the month in which the RSUs vest.

9. Each RSU represents a contingent right to receive one RBA common share or the economic equivalent thereof.

Remarks:

	/s/ Maria Teresa Punsalan as attorney-in-fact for Matthew Ackley.	05/19/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.