Sec Form 4 Filing - Kett John W @ IAA, Inc. - 2019-07-29

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
Kett John W
2. Issuer Name and Ticker or Trading Symbol
IAA, Inc. [ IAA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
TWO WESTBROOK CORPORATE CENTER,, SUITE 500
3. Date of Earliest Transaction (MM/DD/YY)
07/29/2019
(Street)
WESTCHESTER, IL60154
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 Stock 07/29/2019 A( 1 ) 3,070 A $ 0 86,755 ( 2 ) ( 3 ) 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 (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
Employee stock option (right to buy) $ 46.97 07/29/2019 A 41,914 ( 4 ) 07/29/2029 Common Stock 41,914 $ 0 41,914 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Kett John W
TWO WESTBROOK CORPORATE CENTER,
SUITE 500
WESTCHESTER, IL60154
X Chief Executive Officer
Signatures
John W. Kett, /s/ Sidney Peryar as attorney-in-fact 07/31/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reporting person was issued an equity award of 3,070 restricted stock units on July 29, 2019, which will vest in three equal annual installments beginning on July 29, 2020. The restricted stock units represent the contingent right to receive an equivalent number of shares of the Issuer's common stock.
( 2 )Includes 77,168 shares of common stock received in a pro rata distribution of the common stock of the Issuer in its spin-off from KAR Auction Services, Inc (KAR), of which the reporting person was a stockholder.
( 3 )In addition to the restricted stock units granted on July 29, 2019 as reported herein, includes (i) 1,091 restricted stock units vesting on February 24, 2020, (ii) 1,930 restricted stock units vesting in two equal annual installments beginning on March 2, 2020 and (iii) 3,496 restricted stock units vesting in three substantially equal annual installments beginning on February 22, 2020. The restricted stock units were received in connection with the spin-off of the Issuer from KAR. All outstanding restricted stock units of KAR were converted into adjusted awards of both KAR and the Issuer with the intent to maintain the economic value of those awards before and after the spin-off. The restricted stock units represent the contingent right to receive an equivalent number of shares of the Issuer's common stock.
( 4 )The option vests in three equal annual installments beginning on July 29, 2020.

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).

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