0000899243-23-009321.txt : 20230321
0000899243-23-009321.hdr.sgml : 20230321
20230321174533
ACCESSION NUMBER: 0000899243-23-009321
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230320
FILED AS OF DATE: 20230321
DATE AS OF CHANGE: 20230321
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Kamin Peter
CENTRAL INDEX KEY: 0000937541
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38580
FILM NUMBER: 23750674
MAIL ADDRESS:
STREET 1: 2720 DONALD ROSS ROAD
STREET 2: #311
CITY: PALM BEACH GARDENS
STATE: FL
ZIP: 33410
FORMER NAME:
FORMER CONFORMED NAME: KAMIN PETER H
DATE OF NAME CHANGE: 19950210
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: IAA, Inc.
CENTRAL INDEX KEY: 0001745041
STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO DEALERS & GASOLINE STATIONS [5500]
IRS NUMBER: 831030538
FISCAL YEAR END: 0101
BUSINESS ADDRESS:
STREET 1: TWO WESTBROOK CORPORATE CENTER
STREET 2: 10TH FLOOR
CITY: WESTCHESTER
STATE: IL
ZIP: 60154
BUSINESS PHONE: (708) 492-7000
MAIL ADDRESS:
STREET 1: TWO WESTBROOK CORPORATE CENTER
STREET 2: 10TH FLOOR
CITY: WESTCHESTER
STATE: IL
ZIP: 60154
FORMER COMPANY:
FORMER CONFORMED NAME: IAA Spinco Inc.
DATE OF NAME CHANGE: 20180628
4
1
doc4.xml
FORM 4 SUBMISSION
X0407
4
2023-03-20
1
0001745041
IAA, Inc.
IAA
0000937541
Kamin Peter
TWO WESTBROOK CORPORATE CENTER
SUITE 500
WESTCHESTER
IL
60154
1
0
0
0
0
Common Stock
2023-03-20
4
D
0
11918
D
0
D
Common Stock
2023-03-20
4
D
0
115096
D
0
I
By Peter H. Kamin Revocable Trust
Common Stock
2023-03-20
4
D
0
52309
D
0
I
By Peter H. Kamin Childrens Trust
Common Stock
2023-03-20
4
D
0
24541
D
0
I
By 3K Limited Partnership
Common Stock
2023-03-20
4
D
0
83054
D
0
I
By Roth IRA
Common Stock
2023-03-20
4
D
0
56100
D
0
I
By Peter H. Kamin GST Trust
Common Stock
2023-03-20
4
D
0
19000
D
0
I
By Peter H. Kamin Family Foundation
Pursuant to an Agreement and Plan of Merger and Reorganization, dated as of November 7, 2022, as amended by the Amendment to the Agreement and Plan of Merger and Reorganization, dated as of January 22, 2023 (the "Merger Agreement" and the transactions contemplated thereby, the "Merger"), by and among the Issuer, a Delaware corporation, Ritchie Bros. Auctioneers Incorporated, a company organized under the federal laws of Canada ("RBA"), Ritchie Bros. Holdings Inc., a Washington corporation and a direct and indirect wholly owned subsidiary of RBA ("US Holdings"), Impala Merger Sub I, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of US Holdings, and Impala Merger Sub II, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of US Holdings,
(Continued from Footnote 1) each outstanding share of the Issuer's common stock held by the Reporting Person immediately prior to the effective time of the Merger automatically and without any required action by the Reporting Person, was converted into the right to receive: (i) 0.5252 of a common share of RBA plus cash in lieu of any fractional RBA common share, and (ii) $12.80 in cash, without interest and less any required withholding taxes (the "Merger Consideration").
Includes shares subject to a restricted stock award that were converted at the Effective Time into the right to receive the Merger Consideration.
These securities are owned by the Peter H. Kamin Revocable Trust dated February 2003. The Reporting Person is trustee of the trust. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.
These securities are owned by the Peter H. Kamin Childrens Trust dated March 1997. The Reporting Person is trustee of the trust. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.
These securities are owned by the 3K Limited Partnership. The Reporting Person is general partner of the limited partnership. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.
These securities are owned by the Peter H. Kamin GST Trust. The Reporting Person is trustee of the trust. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.
These securities are owned by the Peter H. Kamin Family Foundation. The Reporting Person is the Trustee of the Foundation. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.
Peter Kamin, /s/ Sidney Peryar as attorney-in-fact
2023-03-21