SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Cash Megan Anne

(Last)

(First)

(Middle)

C/O RB GLOBAL, INC.

2 WESTBROOK CORPORATE CENTER

(Street)

WESTCHESTER

60154

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/01/2023

3. Issuer Name and Ticker or Trading Symbol
RB GLOBAL INC. [ RBA ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Principal Fin. & Acctg Officer

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares	3,707	D
Common Shares	637	I	Employee Stock Purchase Plan

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Dividend Equivalent Rights (2021 RSUs)	⁽¹⁾	⁽¹⁾	Common Shares	4	⁽²⁾	D
Employee Stock Option (Right to Buy)	08/07/2018⁽³⁾	08/07/2028	Common Shares	2,186	$34.17	D
Employee Stock Option (Right to Buy)	03/07/2019⁽³⁾	03/07/2029	Common Shares	4,722	$33.79	D
Employee Stock Option (Right to Buy)	03/05/2020⁽³⁾	03/05/2030	Common Shares	6,688	$40.64	D
Employee Stock Option (Right to Buy)	02/25/2021⁽⁴⁾	02/25/2031	Common Shares	8,240	$54.83	D
Employee Stock Option (Right to Buy)	03/15/2022⁽⁴⁾	03/15/2032	Common Shares	7,328	$57.7	D
Employee Stock Option (Right to Buy)	11/10/2021⁽⁵⁾	11/10/2027⁽⁶⁾	Common Shares	5,573	$80	D
Employee Stock Option (Right to Buy)	11/10/2021⁽⁵⁾	11/10/2027⁽⁶⁾	Common Shares	5,457	$90	D
Employee Stock Option (Right to Buy)	11/10/2021⁽⁵⁾	11/10/2027⁽⁶⁾	Common Shares	7,282	$100	D
Restricted Share Unit (2023 RSUs)	⁽⁷⁾	⁽⁷⁾	Common Shares	3,964	⁽¹⁾	D
Restricted Share Units (2021 RSUs)	⁽⁸⁾	⁽⁸⁾	Common Shares	38	⁽¹⁾	D

Explanation of Responses:

1. Each restricted share unit represents a contingent right to receive the economic equivalent of one RBA common share.

2. 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 one grant of restricted share units, and become exercisable proportionately with the restricted share units to which they relate.

3. The date reflected is the initial grant date. The options were subject to a vesting schedule at the time of grant but are fully vested as of the date of this Form 3 report.

4. The options vest as follows: 1/3 on the 1st anniversary of the date of grant; 1/3 on the 2nd anniversary of the date of grant; and 1/3 on the 3rd anniversary of the date of grant.

5. The option vests on November 10, 2024.

6. The option expires on November 10, 2027; provided, however, that if such date occurs during a black out period (as defined in the RBA Amended and Restated Stock Option Plan) applicable to the reporting person or within five business days (as defined in such Plan) after the last day of a black out period applicable to the reporting person, the expiry date for the option will be the last day of such five business day period

7. The restricted share units vest as follows: 1/3 on March 15, 2024; 1/3 on March 15, 2025; and 1/3 on March 14, 2026. The cash value of the common shares underlying vested RSUs (determined in accordance with the RBA Restricted Share Unit Plan) will be paid to the reporting person, net of tax, as soon as practicable following the end of the month in which the RSUs vest; provided, that if such payment would occur at any time at which the reporting person may be in possession of undisclosed material information regarding RBA, or at any time at which, pursuant to any securities trading policy of RBA, the reporting person is restricted from trading in RBA securities, unless the Committee otherwise determines, payment will be postponed to the date which is 5 days after the later of (i) the date on which the reporting person is no longer in possession of such information or (ii) the date on which the reporting person is no longer restricted from trading in RBA securities.

8. The restricted share units vest on February 24, 2024. The cash value of the common shares underlying vested RSUs (determined in accordance with the RBA Restricted Share Unit Plan) will be paid to the reporting person, net of tax, as soon as practicable following the end of the month in which the RSUs vest; provided, that if such payment would occur at any time at which the reporting person may be in possession of undisclosed material information regarding RBA, or at any time at which, pursuant to any securities trading policy of RBA, the reporting person is restricted from trading in RBA securities, unless the Committee otherwise determines, payment will be postponed to the date which is 5 days after the later of (i) the date on which the reporting person is no longer in possession of such information or (ii) the date on which the reporting person is no longer restricted from trading in RBA securities.

Remarks:

Exhibit 24.1 Power of Attorney

	/s/ Maria Teresa Punsalan, attorney-in-fact for Megan Anne Cash	08/11/2023
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.