0000899243-23-009335.txt : 20230321 0000899243-23-009335.hdr.sgml : 20230321 20230321175628 ACCESSION NUMBER: 0000899243-23-009335 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230320 FILED AS OF DATE: 20230321 DATE AS OF CHANGE: 20230321 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Larson John P. CENTRAL INDEX KEY: 0001609333 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38580 FILM NUMBER: 23750717 MAIL ADDRESS: STREET 1: 13085 HAMILTON CROSSING BLVD. CITY: CARMEL STATE: IN ZIP: 46032 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: IAA, Inc. CENTRAL INDEX KEY: 0001745041 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO DEALERS & GASOLINE STATIONS [5500] IRS NUMBER: 831030538 FISCAL YEAR END: 0101 BUSINESS ADDRESS: STREET 1: TWO WESTBROOK CORPORATE CENTER STREET 2: 10TH FLOOR CITY: WESTCHESTER STATE: IL ZIP: 60154 BUSINESS PHONE: (708) 492-7000 MAIL ADDRESS: STREET 1: TWO WESTBROOK CORPORATE CENTER STREET 2: 10TH FLOOR CITY: WESTCHESTER STATE: IL ZIP: 60154 FORMER COMPANY: FORMER CONFORMED NAME: IAA Spinco Inc. DATE OF NAME CHANGE: 20180628 4 1 doc4.xml FORM 4 SUBMISSION X0407 4 2023-03-20 1 0001745041 IAA, Inc. IAA 0001609333 Larson John P. TWO WESTBROOK CORPORATE CENTER SUITE 500 WESTCHESTER IL 60154 1 0 0 0 0 Common Stock 2023-03-20 4 D 0 28376 D 0 D 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, (Continued from Footnote 1) each outstanding share of the Issuer's common stock held by the Reporting Person immediately prior to the effective time of the Merger 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 (the "Merger Consideration"). Includes shares subject to a restricted stock award and shares subject to deferred stock units that were converted at the Effective Time into the right to receive the Merger Consideration. John Larson, /s/ Sidney Peryar as attorney-in-fact 2023-03-21