SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

KESSLER JAMES FRANCIS

(Last)

(First)

(Middle)

C/O RB GLOBAL, INC.

2 WESTBROOK CORPORATE CENTER

(Street)

WESTCHESTER

60154

(City)

(State)

(Zip)

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/15/2024

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares								747	I	Employee Stock Purchase Plan
Common Shares	03/15/2024		F		8,801⁽¹⁾	D	$64.83	76,287	D
Common Shares	03/15/2024		M		16,892⁽²⁾	A	⁽³⁾	93,179	D
Common Shares	03/15/2024		M		200⁽²⁾	A	⁽³⁾	93,379	D
Common Shares	03/15/2024		F		7,275⁽⁴⁾	D	$75.26	86,104	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Share Units (2024 RSUs)	⁽⁵⁾	03/15/2024		A		39,116		⁽⁶⁾	⁽⁶⁾	Common Shares	39,116	$0.00	39,116	D
Restricted Share Units (2023 RSUs)	⁽³⁾	03/15/2024		M			16,892	⁽³⁾	⁽³⁾	Common Shares	16,892	$0.00	33,585	D
Dividend Equivalent Rights (2023 RSUs)	⁽³⁾	03/15/2024		M			200	⁽³⁾	⁽³⁾	Common Shares	200	$0.00	0	D

Explanation of Responses:

1. Tax Withholding on the 2021 PSUs and DERs that vested on February 24, 2024.

2. Represents pre-tax amount of award. Share issuance will be made net of tax withholding ("TW").

3. Each RSU and DER represent a contingent right to receive one RBA common share or the economic equivalent thereof. The RSUs and DERs vested on March 15, 2024, the RSUs and DERs will be settled in common shares issued to the reporting person, net applicable tax, as soon as practicable.

4. Tax Withholding on the 2023 RSUs and DERs that vested on March 15, 2024.

5. Each RSU represents a contingent right to receive one RBA common share or the economic equivalent thereof.

6. The RSUs vest in three equal annual installments beginning March 15, 2025. The common shares underlying vested RSUs will be released to the reporting person, net of tax.

Remarks:

	/s/ Maria Teresa Punsalan, attorney-in-fact for James F. Kessler	03/19/2024
	** 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 4 (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).
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