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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* KAMIN PETER H (Last) (First) (Middle) TWO INTERNATIONAL PLACE, 25TH FLOOR (Street) BOSTON MA 02110 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol INSURANCE AUTO AUCTIONS, INC [ 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) 05/25/2005
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/25/2005		S		3,470,400	D	$28.25	0	I	See Footnote(1)
Common Stock	05/25/2005		D		58,457	D	$28.25	0	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Director Stock Option (right to buy)	$13.13	05/25/2005		D			10,000	(2)	02/15/2011	Common Stock	10,000	$15.1	0	D(3)
Director Stock Option (right to buy)	$14.3	05/25/2005		D			2,000	(4)	06/29/2011	Common Stock	2,000	$13.95	0	D(3)
Director Stock Option (right to buy)	$19.8	05/25/2005		D			2,000	(5)	06/28/2012	Common Stock	2,000	$8.45	0	D(3)
Director Stock Option (right to buy)	$12.66	05/25/2005		D			5,000	(6)	06/30/2013	Common Stock	5,000	$15.59	0	D(3)
Director Stock Option (right to buy)	$12.91	05/25/2005		D			25,000	(7)	07/02/2013	Common Stock	25,000	$15.34	0	D(3)
Director Stock Option (right to buy)	$17	05/25/2005		D			5,000	(8)	11/30/2014	Common Stock	5,000	$11.25	0	D(3)

1. Name and Address of Reporting Person* KAMIN PETER H (Last) (First) (Middle) TWO INTERNATIONAL PLACE, 25TH FLOOR (Street) BOSTON MA 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 CA 94133 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* UBBEN JEFFREY W (Last) (First) (Middle) 435 PACIFIC AVENUE, FOURTH FLOOR (Street) SAN FRANCISCO CA 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. Represents 3,427,261 shares owned by ValueAct Capital Master Fund, LP, and 43,139 shares owned by ValueAct Capital Partners Co-Investors LP.

2. This option was canceled in the merger in exchange for a cash payment of $151,200, representing the difference between the exercise price of the option and the offer price of $28.25 for the underlying IAAI common stock pursuant to the merger agreement.

3. Under an agreement with ValueAct Capital Master Fund, L.P., Peter H. Kamin is deemed to hold the options for the benefit of ValueAct Capital Master Fund, L.P. and ValueAct Capital Partners Co-Investors, L.P. and indirectly for VA Partners, LLC as general partner of ValueAct Capital Master Fund, L.P. and ValueAct Capital Partners Co-Investors, L.P. Peter H. Kamin is a chairman of the board of Insurance Auto Auctions, Inc and Managing Member of VA Partners, LLC. Jeffrey W. Ubben 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.

4. This option was canceled in the merger in exchange for a cash payment of $27,900, representing the difference between the exercise price of the option and the offer price of $28.25 for the underlying IAAI common stock pursuant to the merger agreement.

5. This option was canceled in the merger in exchange for a cash payment of $16,900, representing the difference between the exercise price of the option and the offer price of $28.25 for the underlying IAAI common stock pursuant to the merger agreement.

6. This option was canceled in the merger in exchange for a cash payment of $77,950, representing the difference between the exercise price of the option and the offer price of $28.25 for the underlying IAAI common stock pursuant to the merger agreement.

7. This option was canceled in the merger in exchange for a cash payment of $383,500, representing the difference between the exercise price of the option and the offer price of $28.25 for the underlying IAAI common stock pursuant to the merger agreement.

8. This option was canceled in the merger in exchange for a cash payment of $56,250, representing the difference between the exercise price of the option and the offer price of $28.25 for the underlying IAAI common stock pursuant to the merger agreement.

Remarks:

Joint Filer Information Name: ValueAct Capital Master Fund, L.P. Address: 435 Pacific Avenue, 4th Floor, San Francisco, CA 94133 Designated Filer: Peter H. Kamin Issuer and Ticker Symbol: Insurance Auto Auctions, Inc. Date of Event Requiring Statement: May 25, 2005 Name: ValueAct Capital Partners Co-Investors, L.P. Address: 435 Pacific Avenue, 4th Floor, San Francisco, CA 94133 Designated Filer: Peter H. Kamin Issuer and Ticker Symbol: Insurance Auto Auctions, Inc. Date of Event Requiring Statement: May 25, 2005 Name: VA Partners, L.L.C. Address: 435 Pacific Avenue, 4th Floor, San Francisco, CA 94133 Designated Filer: Peter H. Kamin Issuer and Ticker Symbol: Insurance Auto Auctions, Inc. Date of Event Requiring Statement: May 25, 2005 Name: George F. Hamel, Jr. Address: 435 Pacific Avenue, 4th Floor, San Francisco, CA 94133 Designated Filer: Peter H. Kamin Issuer and Ticker Symbol: Insurance Auto Auctions, Inc. Date of Event Requiring Statement: May 25, 2005 Name: Jeffrey W. Ubben Address: 435 Pacific Avenue, 4th Floor, San Francisco, CA 94133 Designated Filer: Peter H. Kamin Issuer and Ticker Symbol: Insurance Auto Auctions, Inc. Date of Event Requiring Statement: May 25, 2005

	By: /s/ Peter H. Kamin	05/27/2005
	VALUEACT CAPITAL MASTER FUND, L.P., BY VA PARTNERS, L.L.C., ITS GENERAL PARTNER, By: /s/ George F. Hamel, Jr., Managing Partner	05/27/2005
	VALUEACT CAPITAL PARTNERS CO-INVESTORS, L.P., BY VA PARTNERS, L.L.C., ITS GENERAL PARTNER, By: /s/ George F. Hamel, Jr., Managing Member	05/27/2005
	VA PARTNERS, L.L.C., By: /s/ George F. Hamel, Jr., Managing Member	05/27/2005
	By: /s/ Jeffrey W. Ubben	05/27/2005
	By: /s/ George F. Hamel, Jr.	05/27/2005
	** 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).
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.