0000902664-24-005159.txt : 20240814 0000902664-24-005159.hdr.sgml : 20240814 20240814164155 ACCESSION NUMBER: 0000902664-24-005159 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240812 FILED AS OF DATE: 20240814 DATE AS OF CHANGE: 20240814 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Smith Jeffrey C CENTRAL INDEX KEY: 0001362697 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13425 FILM NUMBER: 241208933 MAIL ADDRESS: STREET 1: 201 E LAS OLAS BOULEVARD, SUITE 1000 CITY: FORT LAUDERDALE STATE: FL ZIP: 33301 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: RB GLOBAL INC. CENTRAL INDEX KEY: 0001046102 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] ORGANIZATION NAME: 07 Trade & Services 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 FORMER COMPANY: FORMER CONFORMED NAME: RITCHIE BROS AUCTIONEERS INC DATE OF NAME CHANGE: 19970912 4 1 ownership.xml X0508 4 2024-08-12 0 0001046102 RB GLOBAL 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 2024-08-12 4 A 0 164 0 A Common Shares 164 2203 D Dividend Equivalent Rights (DSUs) Common Shares 20 20 D Dividend Equivalent Rights (RSUs) Common Shares 9 9 D Restricted Share Units Common Shares 2630 2630 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. The dividend equivalent rights accrued in respect of the reporting person's DSU, and become exercisable and payable concurrently with the DSUs. Each dividend equivalent right represents a contingent right to receive the economic equivalent of one RBA common share. Each dividend equivalent right represents a contingent right to receive the economic equivalent of one RBA common share. The dividend equivalent rights accrued in respect of the 2024 grant of restricted share units ("RSU") and become exercisable proportionately with the RSUs to which they relate. Each RSU represents a contingent right to receive one RBA common share. The RSUs will vest upon the earlier of (i) the first anniversary of the grant date and (ii) the Issuer's next annual meeting of shareholders following the grant date. 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 2024-08-14