Sec Form 4/A Filing - Wohler Todd Donald @ RITCHIE BROS AUCTIONEERS INC - 2019-03-01

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FORM 4/A
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
Wohler Todd Donald
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)
Chief Human Resources Officer
(Last) (First) (Middle)
C/O RITCHIE BROS. AUCTIONEERS INC., 9500 GLENLYON PARKWAY
3. Date of Earliest Transaction (MM/DD/YY)
03/01/2019
(Street)
BURNABY, A1V5J 0C6
4. If Amendment, Date Original Filed (MM/DD/YY)
03/05/2019
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 03/01/2019 M 12,144 ( 1 ) A $ 0 19,053 D
Common Shares 03/01/2019 M 775 ( 1 ) A $ 0 19,828 D
Common Shares 2,952 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
Performance Share Units (2016 PSUs) ( 2 ) 03/01/2019 A 8,951 03/01/2019 03/01/2019 Common Shares 8,951 $ 0 12,144 D
Dividend Equivalent Rights (2016 PSUs) ( 2 ) 03/01/2019 A 526 03/01/2019 03/01/2019 Common Shares 526 $ 0 775 D
Performance Share Units (2016 PSUs) ( 2 ) 03/01/2019 M 12,144 03/01/2019 03/01/2019 Common Shares 12,144 $ 0 0 D
Dividend Equivalent Rights (2016 PSUs) ( 2 ) 03/01/2019 M 775 03/01/2019 03/01/2019 Common Shares 775 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Wohler Todd Donald
C/O RITCHIE BROS. AUCTIONEERS INC.
9500 GLENLYON PARKWAY
BURNABY, A1V5J 0C6
Chief Human Resources Officer
Signatures
/s/ Maria Teresa Punsalan as attorney-in-fact for Todd Donald Wohler 03/13/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents pre-tax amount of award. Share issuance will be made net of tax withholding ("TW"). TW will be reported on separately within 2 business days of the TW determination date.
( 2 )Each PSU and DER represented a contingent right to receive one RBA common share or the economic equivalent thereof. The PSUs and DERs vested on March 1, 2019, the same date on which the Compensation Committee determined that certain of such PSUs and DERs were eligible for vesting because certain performance criteria were satisfied. As determined by the Compensation Committee, the PSUs and DERs will be settled in common shares issued to the reporting person, net of applicable tax, as soon as practicable.

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).
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