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

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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^*

O'Day Timothy J.

(Last)

(First)

(Middle)

TWO WESTBROOK CORPORATE CENTER,

SUITE 500

(Street)

WESTCHESTER

60154

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
IAA, Inc. [ IAA ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/04/2020

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 Stock	02/04/2020		A⁽¹⁾		1,690	A	$0.00	12,304⁽²⁾⁽³⁾	D
Common Stock	02/05/2020		A⁽⁴⁾		7,804	A	$0.00	20,108⁽²⁾⁽³⁾	D

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)

Explanation of Responses:

1. The reporting person was issued an equity award of performance restricted stock units in 2019 by KAR Auction Services, Inc. (KAR) that was converted in the spinoff of the Issuer from KAR into adjusted awards of both KAR and the Issuer with the intent to maintain the economic value of the award before and after the spin-off. These performance-based restricted stock units of the Issuer were eligible to vest based on 2019 performance. On February 4, 2020, the number of restricted stock units that was eligible to vest based on 2019 performance was determined. The number of units reported above will vest on February 17, 2022, subject to the Reporting Person's continued employment with the Issuer. Each restricted stock unit represents the right to receive one share of the Issuer's common stock.

2. Includes 5,350 shares of common stock received in a pro rata distribution of the common stock of the Issuer in its spin-off from KAR, of which the reporting person was a stockholder.

3. In addition to the restricted stock units reported herein, includes (i) 484 restricted stock units vesting on February 24, 2020, (ii) 832 restricted stock units vesting in two substantially equal annual installments beginning on March 2, 2020, (iii) 1,471 restricted stock units vesting in three substantially equal annual installments beginning on February 22, 2020, and (iv) 2,477 restricted stock units vesting in three substantially equal annual installments beginning on July 29, 2020. The restricted stock units described in clauses (i) to (iii) were received in connection with the spin-off of the Issuer from KAR. All outstanding restricted stock units of KAR were converted into adjusted awards of both KAR and the Issuer with the intent to maintain the economic value of those awards before and after the spin-off. Each restricted stock unit represents the right to receive one share of the Issuer's common stock.

4. The reporting person was issued an equity grant of 7,804 restricted stock units on February 5, 2020, which will vest in three substantially equal annual installments beginning on February 5, 2021, subject to the Reporting Person's continued employment with the Issuer. Each restricted stock unit represents the right to receive one share of the Issuer's common stock.

Remarks:

	Timothy J. O'Day /s/ Sidney Peryar as attorney-in-fact	02/06/2020
	** 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 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).
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