Sec Form 4 Filing - Wall Randall James @ RITCHIE BROS AUCTIONEERS INC - 2017-03-10

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Wall Randall James
2. Issuer Name and Ticker or Trading Symbol
RITCHIE BROS AUCTIONEERS INC [ RBA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President, Canada
(Last) (First) (Middle)
C/O RITCHIE BROS. AUCTIONEERS INC., 9500 GLENLYON PARKWAY
3. Date of Earliest Transaction (MM/DD/YY)
03/10/2017
(Street)
BURNABY, A1V5J 0C6
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Shares 03/10/2017 M 1,797 A 1,797 D
Common Shares 03/10/2017 M 122 A 1,919 D
Common Shares 03/10/2017 M 2,331 A 4,250 D
Common Shares 03/10/2017 M 158 A 4,408 D
Common Shares 03/10/2017 D 4,408 D $ 32.72 0 D
Common Shares 25,332 D
Common Shares 2,655 ( 3 ) I Employee Stock Purchase Plan
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
2014 DER PSU ( 4 ) ( 1 ) 03/10/2017 M 122 ( 1 ) ( 1 ) Common Shares 122 $ 0 0 D
2014 PSUs ( 5 ) ( 1 ) 03/10/2017 M 1,797 ( 1 ) ( 1 ) Common Shares 1,797 $ 0 0 D
2014 DER RSU ( 6 ) ( 2 ) 03/10/2017 M 158 ( 2 ) ( 2 ) Common Shares 158 $ 0 0 D
2014 RSU ( 7 ) ( 2 ) 03/10/2017 M 2,331 ( 2 ) ( 2 ) Common Shares 2,331 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Wall Randall James
C/O RITCHIE BROS. AUCTIONEERS INC.
9500 GLENLYON PARKWAY
BURNABY, A1V5J 0C6
President, Canada
Signatures
Maria Teresa Punsalan as attorney-in-fact for Randall James Wall 03/14/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each PSU and DER represented a contingent right to receive the economic equivalent of one RBA common share. The PSUs and DERs vested on 3/10/2017. As determined by the Compensation Committee, the cash value of the common shares underlying the vested PSUs and DERs (determined in accordance with the RBA pre-2015 Performance Share Unit Plan) will be paid to the reporting person, net of applicable tax, as soon as practicable following the end of the month in which the PSUs and DERs vested
( 2 )Each RSU and DER represented a contingent right to receive the economic equivalent of one RBA common share. The RSUs and DERs vested on 3/10/2017. As determined by the Compensation Committee, the cash value of the common shares underlying the vested RSUs and DERs (determined in accordance with the RBA Restricted Share Unit Plan) will be paid to the reporting person, net of applicable tax, as soon as practicable following the end of the month in which the RSUs and DERs vested.
( 3 )Updated to include all Employee Stock Purchase Plan purchases through March 10, 2017.
( 4 )Dividend Equivalent Rights ("DER") for 2014 Performance Share Units
( 5 )Performance Share Units ("PSUs") - 2014
( 6 )Dividend Equivalent Rights ("DER") for 2014 Restricted Share Units
( 7 )Restricted Share Units ("RSUs") - 2014

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