0000902664-23-003155.txt : 20230517
0000902664-23-003155.hdr.sgml : 20230517
20230517173021
ACCESSION NUMBER: 0000902664-23-003155
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230515
FILED AS OF DATE: 20230517
DATE AS OF CHANGE: 20230517
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Smith Jeffrey C
CENTRAL INDEX KEY: 0001362697
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-13425
FILM NUMBER: 23933017
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: TWO WESTBROOK CORPORATE CENTER
STREET 2: SUITE 500
CITY: WESTCHESTER
STATE: IL
ZIP: 60154
BUSINESS PHONE: 708-492-7000
MAIL ADDRESS:
STREET 1: TWO WESTBROOK CORPORATE CENTER
STREET 2: SUITE 500
CITY: WESTCHESTER
STATE: IL
ZIP: 60154
4
1
ownership.xml
X0407
4
2023-05-15
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
0
Common Shares
251163
I
By Starboard Value LP
Deferred Share Units
2023-05-15
4
A
0
114
0
A
Common Shares
114
114
D
Series A Preferred Shares
2023-02-01
Common Shares
6775252
485000000
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.
Each Deferred Share Unit ("DSU") represents the economic equivalent of one RBA common share.
Following the reporting person ceasing to hold any position as a director of RBA or any of its subsidiaries and not otherwise being employed by RBA or any of its subsidiaries ("Termination"), a lump sum cash payment will be made by RBA to the reporting person, net of tax withholding, calculated by multiplying the number of DSUs by the fair market value of one RBA common share as of (i) the 24th business day after the first publication by or on behalf of RBA of interim financial statements and MD&A for the fiscal quarter of the corporation following such Termination or (ii) where the Termination occurs in RBA's fourth fiscal quarter, the 24th business day (or such fewer number of business days as may be determined by the Committee) after the first publication by or on behalf of RBA of annual financial statements and MD&As for such fiscal year of RBA.
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 current Conversion Rate is 0.0139696 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
2023-05-17