0000902664-23-002303.txt : 20230317 0000902664-23-002303.hdr.sgml : 20230317 20230317170055 ACCESSION NUMBER: 0000902664-23-002303 CONFORMED SUBMISSION TYPE: 3/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230314 FILED AS OF DATE: 20230317 DATE AS OF CHANGE: 20230317 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Smith Jeffrey C CENTRAL INDEX KEY: 0001362697 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-13425 FILM NUMBER: 23743568 MAIL ADDRESS: STREET 1: 201 E LAS OLAS BOULEVARD, SUITE 1000 CITY: FORT LAUDERDALE STATE: FL ZIP: 33301 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: RITCHIE BROS AUCTIONEERS INC CENTRAL INDEX KEY: 0001046102 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 9500 GLENLYON PARKWAY CITY: BURNABY STATE: A1 ZIP: V5J 0C6 BUSINESS PHONE: 7783315500 MAIL ADDRESS: STREET 1: 9500 GLENLYON PARKWAY CITY: BURNABY STATE: A1 ZIP: V5J 0C6 3/A 1 ownership.xml X0206 3/A 2023-03-14 2023-03-15 0 0001046102 RITCHIE BROS AUCTIONEERS INC RBA 0001362697 Smith Jeffrey C 201 E LAS OLAS BOULEVARD, SUITE 1000 FORT LAUDERDALE FL 33301 1 0 0 0 Common Shares 251163 I By Starboard Value LP Series A Preferred Shares 2023-02-01 Common Shares 6643818 I By Starboard Value LP Starboard Value LP ("Starboard") serves as the investment manager or manager of certain managed accounts and private investment funds (collectively, the "Starboard Accounts"), which hold the securities reported herein and as such may be deemed to beneficially own such securities. The Reporting Person, as a Managing Member of Starboard, may be deemed to beneficially own the securities directly held by the Starboard Accounts for purposes of Section 16 of the Securities Exchange Act of 1934, as amended. The Reporting Person expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. Pursuant to the terms of the Articles of Amendment setting forth the rights, preferences and privileges of the Series A Senior Preferred Shares, without par value (the "Series A Preferred Shares"), holders of the Series A Preferred Shares have the right to convert their Series A Preferred Shares any time or times on or after February 1, 2023, into a number of Common Shares, without par value (the "Common Shares") equal to the face amount of such Series A Preferred Shares multiplied by the then-applicable conversion rate (the "Conversion Rate"). The Conversion Rate is initially 0.0136986 Common Shares per $1.00 face amount of Series A Preferred Shares, subject to customary anti-dilution adjustment provisions. The Series A Preferred Shares have no stated maturity. /s/ Jeffrey C. Smith 2023-03-17