0000899243-23-009343.txt : 20230321 0000899243-23-009343.hdr.sgml : 20230321 20230321180441 ACCESSION NUMBER: 0000899243-23-009343 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: PERYAR SIDNEY CENTRAL INDEX KEY: 0001197835 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38580 FILM NUMBER: 23750758 MAIL ADDRESS: STREET 1: TWO WESTBROOK CORPORATE CENTER SUITE 500 CITY: WESTCHESTER STATE: IL ZIP: 60154 FORMER NAME: FORMER CONFORMED NAME: KERLEY SIDNEY L DATE OF NAME CHANGE: 20021010 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 0001197835 PERYAR SIDNEY TWO WESTBROOK CORPORATE CENTER SUITE 500 WESTCHESTER IL 60154 0 1 0 0 Chief Legal Officer 0 Common Stock 2023-03-20 4 A 0 11851 A 40913.9246 D Common Stock 2023-03-20 4 D 0 40913.9246 D 0 D Employee stock option (right to buy) 46.97 2023-03-20 4 D 0 20917 D 2029-07-29 Common Stock 20917 0 D 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) awards of restricted stock units previously granted by the Issuer that were subject to performance-based vesting conditions were assumed by RBA at the effective time of the Merger (the "Effective Time") and converted into the right to receive, upon vesting, a number of RBA common shares determined based on an equity award exchange ratio of 0.763139 RBA common shares per share of Issuer stock underlying such award (the "equity award exchange ratio"). The RBA common shares underlying these restricted stock units will be subject to the same terms and conditions, including time-based vesting and forfeiture provisions, but not performance-vesting provisions, as applied to the restricted stock units as of immediately prior to the Effective Time. Pursuant to the Merger Agreement, each share of the Issuer's common stock held by the Reporting Person, 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. In addition to the restricted stock units described in footnote 1, includes 9,192 shares underlying restricted stock units that were subject to time-based vesting conditions. Pursuant to the terms of the Merger Agreement, these restricted stock units were assumed by RBA at the Effective Time and converted into the right to receive a number of RBA common shares determined based on the equity award exchange ratio. The RBA common shares stock underlying these restricted stock units will be subject to the same terms and conditions, including vesting and forfeiture terms, applicable to the restricted stock units as of immediately prior to the Effective Time. This option, which provided for vesting in three equal annual installments beginning on July 29, 2020, was assumed by RBA at the Effective Time and converted into an option to purchase a number of RBA common shares and at an exercise price, in each case determined based on the equity award exchange ratio. The RBA common shares underlying the option will be subject to the same terms and conditions, including vesting, exercise, expiration and forfeiture terms, applicable to the option as of immediately prior to the Effective Time. /s/ Sidney Peryar 2023-03-21