| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
RITCHIE BROS AUCTIONEERS INC [ RBA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/04/2016 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Shares | 03/04/2016 | M | 2,263 | A | (1) | 2,263 | D | |||
| Common Shares | 03/04/2016 | M | 166 | A | (1) | 2,429 | D | |||
| Common Shares | 03/04/2016 | M | 3,399 | A | (2) | 5,828 | D | |||
| Common Shares | 03/04/2016 | M | 250 | A | (2) | 6,078 | D | |||
| Common Shares | 03/04/2016 | D | 6,078 | D | $23.33 | 0 | D | |||
| Common Shares | 17,245 | I | Long-Term Investment Plan | |||||||
| Common Shares | 6,780(3) | I | Employee Stock Purchase Plan | |||||||
| Common Shares | 300 | I | Held by minor child (daughter) | |||||||
| Common Shares | 300 | I | Held by minor child (son) | |||||||
| Common Shares | 2,020 | I | Held by spouse | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| 2013 DER PSU(4) | (5) | 03/04/2016 | A | 17 | (5) | (5) | Common Shares | 17 | $0.00 | 166 | D | ||||
| 2013 DER RSU(6) | (7) | 03/04/2016 | A | 25 | (7) | (7) | Common Shares | 25 | $0.00 | 250 | D | ||||
| 2014 DER PSU(8) | (9) | 03/04/2016 | A | 15 | (9) | (9) | Common Shares | 15 | $0.00 | 99 | D | ||||
| 2014 DER RSU(10) | (11) | 03/04/2016 | A | 24 | (11) | (11) | Common Shares | 24 | $0.00 | 161 | D | ||||
| 2013 PSUs(12) | (1) | 03/04/2016 | M | 2,263 | (1) | (1) | Common Shares | 2,263 | $0.00 | 0 | D | ||||
| 2013 DER PSU(4) | (1) | 03/04/2016 | M | 166 | (1) | (1) | Common Shares | 166 | $0.00 | 0 | D | ||||
| 2013 RSU(13) | (2) | 03/04/2016 | M | 3,399 | (2) | (2) | Common Shares | 3,399 | $0.00 | 0 | D | ||||
| 2013 DER RSU(6) | (2) | 03/04/2016 | M | 250 | (2) | (2) | Common Shares | 250 | $0.00 | 0 | D | ||||
| Explanation of Responses: |
| 1. Each PSU and DER represented a contingent right to receive the economic equivalent of one RBA common share. The PSUs and DERs vested on 3/4/2016. As determined by the Compensation Committee, the cash value of the common shares underlying the vested PSUs and DERs (determined in accordance with the RBA pre-2015 Performance Share Unit Plan) will be paid to the reporting person, net of applicable tax, as soon as practicable following the end of the month in which the PSUs and DERs vested |
| 2. Each RSU and DER represented a contingent right to receive the economic equivalent of one RBA common share. The RSUs and DERs vested on 3/4/2016. As determined by the Compensation Committee, the cash value of the common shares underlying the vested RSUs and DERs (determined in accordance with the RBA Restricted Share Unit Plan) will be paid to the reporting person, net of applicable tax, as soon as practicable following the end of the month in which the RSUs and DERs vested. |
| 3. Updated to include all Employee Stock Purchase Plan purchases through February 29, 2016. |
| 4. Dividend Equivalent Rights ("DER") for 2013 Performance Share Units |
| 5. Each dividend equivalent right represents a contingent right to receive the economic equivalent of one RBA common share. The dividend equivalent rights accrued in respect of the 2013 grant of performance share units under the pre-2015 Performance Share Unit Plan, and become exercisable proportionately with the performance share units to which they relate. Excludes dividend equivalent rights that relate to performance share units for which the performance criteria has not been satisfied. |
| 6. Dividend Equivalent Rights ("DER")for 2013 Restricted Share Units |
| 7. Each dividend equivalent right represents a contingent right to receive the economic equivalent of one RBA common share. The dividend equivalent rights accrued in respect of the 2013 grant of restricted share units, and become exercisable proportionately with the restricted share units to which they relate. |
| 8. Dividend Equivalent Rights ("DER") for 2014 Performance Share Units |
| 9. Each dividend equivalent right represents a contingent right to receive the economic equivalent of one RBA common share. The dividend equivalent rights accrued in respect of the 2014 grant of performance share units under the pre-2015 Performance Share Unit Plan, and become exercisable proportionately with the performance share units to which they relate. Excludes dividend equivalent rights that relate to performance share units for which the performance criteria has not been satisfied. |
| 10. Dividend Equivalent Rights ("DER") for 2014 Restricted Share Units |
| 11. Each dividend equivalent right represents a contingent right to receive the economic equivalent of one RBA common share. The dividend equivalent rights accrued in respect of the 2014 grant of restricted share units, and become exercisable proportionately with the restricted share units to which they relate. |
| 12. Performance Share Units ("PSUs") - 2013 |
| 13. Restricted Share Units ("RSUs") - 2013 |
| Remarks: |
| Maria Teresa Punsalan as attorney-in-fact for Jeroen Laurentius Johanus Rijk | 03/09/2016 | |
| ** 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 4 (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. | ||