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^*

HERMANEK DONALD J

(Last)

(First)

(Middle)

2 WESTBROOK CORPORATE CENTER

SUITE 500

(Street)

WESTCHESTER

60154

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SR VP Sales and Marketing

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)

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 Stock	05/25/2005		D		23,243	D⁽¹⁾	$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)
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)
Employee Stock Option (right to buy)	$13.85	05/25/2005		D			30,000	⁽²⁾	11/14/2013	Commmon Stock	30,000	$14.4	0	D
Employee Stock Option (right to buy)	$16	05/25/2005		D			25,000	⁽³⁾	09/05/2010	Common Stock	25,000	⁽³⁾	0	D
Employee Stock Option (right to buy)	$13.94	05/25/2005		D			40,000	⁽⁴⁾	03/07/2011	Common Stock	40,000	$14.31	0	D
Employee Stock Option (right to buy)	$15.5	05/25/2005		D			23,476	⁽⁵⁾	12/16/2012	Common Stock	23,476	$12.75	0	D
Employee Stock Option (right to buy)	$15.5	05/25/2005		D			6,524	⁽⁶⁾	12/16/2012	Common Stock	6,524	⁽⁶⁾	0	D

Explanation of Responses:

1. Disposed of pursuant to merger agreement by and among issuer, Axle Merger Sub, Inc. and Axle Holdings, Inc.

2. This option was canceled in the merger in exchange for a cash payment of $432,000, 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. This option was assumed by Axle Holdings, Inc. in the merger and replaced with an option to purchase 27,570 shares of Axle Holdings, Inc. common stock at $14.51 per share.

4. This option was canceled in the merger in exchange for a cash payment of $572,400, 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 $299,325, 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 assumed by Axle Holdings, Inc. in the merger and replaced with an option to purchase 7,195 shares of Axle Holdings, Inc. common stock at $14.06 per share.

	/s/ Donald J. Hermanek	05/31/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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