| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 04/30/2018 | 3. Issuer Name and Ticker or Trading Symbol RITCHIE BROS AUCTIONEERS INC [ RBA ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) 05/10/2018 | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Shares | 1,724 | I | Long-Term Investment Plan |
| Common Shares | 4,026 | I | Employee Stock Purchase Plan |
| Common Shares | 2,678 | D | |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Employee Stock Option (Right to Buy) | 03/11/2010(1) | 03/11/2020(2) | Common Shares | 8,600 | 21.82 | D | |
| Employee Stock Option (Right to Buy) | 03/03/2011(1) | 03/03/2021(2) | Common Shares | 6,200 | 25.91 | D | |
| Employee Stock Option (Right to Buy) | 03/06/2012(1) | 03/06/2022(2) | Common Shares | 4,700 | 23.44 | D | |
| Employee Stock Option (Right to Buy) | 03/05/2013(1) | 03/05/2023(2) | Common Shares | 7,100 | 21.34 | D | |
| Employee Stock Option (Right to Buy) | 03/11/2014(1) | 03/11/2024(2) | Common Shares | 5,172 | 22.46 | D | |
| Employee Stock Option (Right to Buy) | 03/10/2015(1) | 03/10/2025(2) | Common Shares | 10,049 | 24.84 | D | |
| Employee Stock Option (Right to Buy) | 03/02/2016(3) | 03/02/2026(2) | Common Shares | 14,225 | 24.07 | D | |
| Employee Stock Option (Right to Buy) | 03/02/2017(3) | 03/02/2027(2) | Common Shares | 12,861 | 32.16 | D | |
| Employee Stock Option (Right to Buy) | 03/01/2018(3) | 03/01/2028(2) | Common Shares | 13,654 | 32.16 | D | |
| Restricted Share Units (RSUs) - 2018 | (4) | (4) | Common Shares | 2,204 | (5) | D | |
| Performance Share Units (PSUs) - 2016 | (6) | (6) | Common Shares | 1,423(7) | (8) | D | |
| Dividend Equivalent Rights (2016 PSU) | (9) | (9) | Common Shares | 61(7) | (9) | D | |
| Explanation of Responses: |
| 1. Date of grant is reflected above. The options were subject to a vesting schedule at the time of grant but are fully vested as of the date of this Form 3 report. |
| 2. Date of expiration is reflected above; provided, however, that if such date occurs during a black out period (as defined in the RBA Amended and Restated Stock Option Plan) applicable to the reporting person or within five business day (as defined in such Plan) after the last day of a black out period applicable to the person, the expiry date for the option will be the last day of such five business day period. |
| 3. Date of grant is reflected above. The options vest as follows: 1/3 on the 1st anniversary of the date of grant; 1/3 on the 2nd anniversary of the date of grant; and 1/3 on the 3rd anniversary of the date of grant. |
| 4. The RSUs vest on 2/28/2021. The common shares underlying vested RSUs or the cash value equivalent thereof (determined in accordance with the Amended and Restated Senior Executive Restricted Share Unit Plan) will be paid to the reporting person, net of tax, as soon as practicable following the end of the month in which the RSUs vest. |
| 5. Each RSU represents a contingent right to receive the economic equivalent of one RBA common share. |
| 6. The PSUs vest on 3/01/2019. The common shares underlying vested PSUs or the cash value thereof (as determined by the Committee in accordance with the RBA Senior Executive Performance Share Unit Plan) will be paid in the reporting person, net of tax, as soon as practicable following the nd of the month in which the PSUs vest. |
| 7. This holding is being amended to reflect a correction in the calculation of shares granted as of May 10, 2018 reporting date. |
| 8. Each PSU represents a contingent right to receive the economic equivalent of one RBA common share. |
| 9. Each Dividend Equivalent Right (DER) represents a contingent right to receive the economic equivalent of one RBA common share. The DER accrued in respect of one grant of performance share unit, and become exercisable proportionately with the performance share units to which they relate. |
| Remarks: |
| /s/ Maria Teresa Punsalan as attorney-in-fact for Kieran Colquhoun Holm | 06/21/2018 | |
| ** 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 5 (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. | ||
