0000899243-23-009326.txt : 20230321
0000899243-23-009326.hdr.sgml : 20230321
20230321174859
ACCESSION NUMBER: 0000899243-23-009326
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: Carlson Christopher
CENTRAL INDEX KEY: 0001669069
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38580
FILM NUMBER: 23750679
MAIL ADDRESS:
STREET 1: 111 NORTH CANAL, SUITE 850
CITY: CHICAGO
STATE: IL
ZIP: 60606
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
0001669069
Carlson Christopher
TWO WESTBROOK CORPORATE CENTER,
SUITE 500
WESTCHESTER
IL
60154
0
1
0
0
VP and Corporate Controller
0
Common Stock
2023-03-20
4
A
0
1014
A
8222.8859
D
Common Stock
2023-03-20
4
D
0
8222.8859
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) 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.
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.
In addition to the restricted stock units described in footnote 1, includes 4,866 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.
Christopher Carlson /s/ Sidney Peryar as attorney-in-fact
2023-03-21