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).

1. Name and Address of Reporting Person^*

BOURELL TODD F

(Last)

(First)

(Middle)

TWO INTERNATIONAL PLACE

25TH FLOOR

(Street)

BOSTON

02110

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
INSURANCE AUTO AUCTIONS INC /CA [ IAAI ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)

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)
Director Stock Option (right to buy)	$17	06/30/2004		A		5,000		09/30/2004⁽¹⁾	06/30/2014	Common Stock	5,000	$0⁽²⁾	15,000	D⁽³⁾

1. Name and Address of Reporting Person^*

BOURELL TODD F

(Last)

(First)

(Middle)

TWO INTERNATIONAL PLACE

25TH FLOOR

(Street)

BOSTON

02110

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

VA PARTNERS LLC

(Last)

(First)

(Middle)

435 PACIFIC AVENUE

FOURTH FLOOR

(Street)

SAN FRANCISCO

94133

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Options granted under 2003 Stock Incentive Plan. The options to buy shares of Insurance Auto Auctions, Inc. will become exercisable in 25% increments on 09/30/04, 12/31/04, 03/31/05 and 06/30/05.

2. Column 8 is not a required reportable field.

3. Under an agreement with ValueAct Capital Partners, L.P., Todd F. Bourell is deemed to hold the options for the benefit of ValueAct Capital Partners, L.P., ValueAct Capital Partners II, L.P. and ValueAct Capital International, Ltd. and indirectly for VA Partners, LLC as general partner of ValueAct Capital Partners, L.P. and ValueAct Capital Partners II, L.P. as the investment adviser of ValueAct Capital International, Ltd. Todd F. Bourell is a director of Insurance Auto Auctions, Inc and Member of VA Partners, LLC. Jeffrey W. Ubben, Peter H. Kamin and George F. Hamel are Managing Members of VA Partners, LLC, the General Partner of ValueAct Capital Partners, L.P. and ValueAct Capital Partners II, L.P. and investment adviser of ValueAct Capital International, Ltd. The reporting persons disclaim beneficial ownership of the reported options except to the extent of their pecuniary interest therein.

Remarks:

Joint Filer Information Name: ValueAct Capital Partners, L.P. Address: 435 Pacific Avenue, 4th Floor, San Francisco, CA 94133 Designated Filer: Todd F. Bourell Issuer and Ticker Symbol: Insurance Auto Auctions, Inc. Date of Event Requiring Statement: June 30, 2004 Name: ValueAct Capital Partners II, L.P. Address: 435 Pacific Avenue, 4th Floor, San Francisco, CA 94133 Designated Filer: Todd F. Bourell Issuer and Ticker Symbol: Insurance Auto Auctions, Inc. Date of Event Requiring Statement: June 30, 2004 Name: ValueAct Capital International, Ltd. Address: 435 Pacific Avenue, 4th Floor, San Francisco, CA 94133 Designated Filer: Todd F. Bourell Issuer and Ticker Symbol: Insurance Auto Auctions, Inc. Date of Event Requiring Statement: June 30, 2004 Name: VA Partners, L.L.C. Address: 435 Pacific Avenue, 4th Floor, San Francisco, CA 94133 Designated Filer: Todd F. Bourell Issuer and Ticker Symbol: Insurance Auto Auctions, Inc. Date of Event Requiring Statement: June 30, 2004 Name: George F. Hamel, Jr. Address: 435 Pacific Avenue, 4th Floor, San Francisco, CA 94133 Designated Filer: Todd F. Bourell Issuer and Ticker Symbol: Insurance Auto Auctions, Inc. Date of Event Requiring Statement: June 30, 2004 Name: Jeffrey W. Ubben Address: 435 Pacific Avenue, 4th Floor, San Francisco, CA 94133 Designated Filer: Todd F. Bourell Issuer and Ticker Symbol: Insurance Auto Auctions, Inc. Date of Event Requiring Statement: June 30, 2004 Name: Peter H. Kamin Address: 435 Pacific Avenue, 4th Floor, San Francisco, CA 94133 Designated Filer: Todd F. Bourell Issuer and Ticker Symbol: Insurance Auto Auctions, Inc. Date of Event Requiring Statement: June 30, 2004

	By: /s/ Todd F. Bourell	07/02/2004
	VALUEACT CAPITAL PARTNERS, L.P., BY VA PARTNERS, L.L.C., ITS GENERAL PARTNER By: /s/ George F. Hamel, Jr. Managing Member	07/02/2004
	VALUEACT CAPITAL PARTNERS II, L.P., BY VA PARTNERS, L.L.C., ITS GENERAL PARTNER By: /s/ George F. Hamel, Jr. Managing Member	07/02/2004
	VALUEACT CAPITAL INTERNATIONAL, LTD., BY VA PARTNERS, L.L.C., ITS INVESTMENT MANAGER By: /s/ George F. Hamel, Jr. Managing Member	07/02/2004
	VA PARTNERS, L.L.C. By: /s/ George F. Hamel, Jr. Managing Member	07/02/2004
	By: /s/ Jeffrey W. Ubben	07/02/2004
	By: /s/ George F. Hamel, Jr.	07/02/2004
	By: /s/ Peter H. Kamin	07/02/2004
	** 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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