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