SEC FORM 4

SEC Form 4

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Werner Karl William

(Last)

(First)

(Middle)

C/O RITCHIE BROS. AUCTIONEERS INC.

9500 GLENLYON PARKWAY

(Street)

BURNABY

V5J 0C6

(City)

(State)

(Zip)

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Ch. Op. & Supp. Dev. Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/10/2017

4. 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 Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	03/10/2017		M		3,863	A	⁽¹⁾	3,863	D
Common Shares	03/10/2017		M		262	A	⁽¹⁾	4,125	D
Common Shares	03/10/2017		M		5,010	A	⁽²⁾	9,135	D
Common Shares	03/10/2017		M		340	A	⁽²⁾	9,475	D
Common Shares	03/10/2017		D		9,475	D	$32.72	0	D
Common Shares								27,896	I	Long-Term Investment Plan
Common Shares								2,096⁽³⁾	I	Employee Stock Purchase Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
2014 DER PSU⁽⁴⁾	⁽¹⁾	03/10/2017		M			262	⁽¹⁾	⁽¹⁾	Common Shares	262	$0.00	0	D
2014 PSUs⁽⁵⁾	⁽¹⁾	03/10/2017		M			3,863	⁽¹⁾	⁽¹⁾	Common Shares	3,863	$0.00	0	D
2014 DER RSU⁽⁶⁾	⁽²⁾	03/10/2017		M			340	⁽²⁾	⁽²⁾	Common Shares	340	$0.00	0	D
2014 RSU⁽⁷⁾	⁽²⁾	03/10/2017		M			5,010	⁽²⁾	⁽²⁾	Common Shares	5,010	$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 3/10/2017. 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 3/10/2017. 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 March 10, 2017.

4. Dividend Equivalent Rights ("DER") for 2014 Performance Share Units

5. Performance Share Units ("PSUs") - 2014

6. Dividend Equivalent Rights ("DER") for 2014 Restricted Share Units

7. Restricted Share Units ("RSUs") - 2014

Remarks:

	Maria Teresa Punsalan as attorney-in-fact for Karl William Werner	03/14/2017
	** 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.