Jeffrey C. Smith - Dec 21, 2023 Form 4 Insider Report for RB GLOBAL INC. (RBA)

Role
Director
Signature
/s/ Jeffrey C. Smith
Stock symbol
RBA
Transactions as of
Dec 21, 2023
Transactions value $
$0
Form type
4
Date filed
12/26/2023, 08:45 PM
Previous filing
Nov 16, 2023
Next filing
Mar 5, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding RBA Common Shares 251K Dec 21, 2023 By Starboard Value LP F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction RBA Dividend Equivalent Rights Award $0 +3 +100% $0.00 6 Dec 21, 2023 Common Shares 3 Direct F2
holding RBA Deferred Share Units 1.15K Dec 21, 2023 Common Shares 1.15K Direct F3, F4
holding RBA Series A Preferred Shares 485M Dec 21, 2023 Common Shares 6.78M By Starboard Value LP F1, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Starboard Value LP ("Starboard") serves as the investment manager or manager of certain managed accounts and private investment funds (collectively, the "Starboard Accounts"), which hold the securities reported herein and as such may be deemed to beneficially own such securities. The Reporting Person, as a Managing Member of Starboard, may be deemed to beneficially own the securities directly held by the Starboard Accounts for purposes of Section 16 of the Securities Exchange Act of 1934, as amended. The Reporting Person expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
F2 The dividend equivalent rights accrued in respect of the reporting person's deferred share unit ("DSU"), and become exercisable and payable concurrently with the DSUs. Each dividend equivalent right represents a contingent right to receive the economic equivalent of one RBA common share.
F3 Each DSU represents the economic equivalent of one RBA common share.
F4 Following the reporting person ceasing to hold any position as a director of RBA or any of its subsidiaries and not otherwise being employed by RBA or any of its subsidiaries ("Termination"), a lump sum cash payment will be made by RBA to the reporting person, net of tax withholding, calculated by multiplying the number of DSUs by the fair market value of one RBA common share as of (i) the 24th business day after the first publication by or on behalf of RBA of interim financial statements and MD&A for the fiscal quarter of the corporation following such Termination or (ii) where the Termination occurs in RBA's fourth fiscal quarter, the 24th business day (or such fewer number of business days as may be determined by the Committee) after the first publication by or on behalf of RBA of annual financial statements and MD&As for such fiscal year of RBA.
F5 Pursuant to the terms of the Articles of Amendment setting forth the rights, preferences and privileges of the Series A Senior Preferred Shares, without par value (the "Series A Preferred Shares"), holders of the Series A Preferred Shares have the right to convert their Series A Preferred Shares any time or times on or after February 1, 2023, into a number of Common Shares, without par value (the "Common Shares") equal to the face amount of such Series A Preferred Shares multiplied by the then-applicable conversion rate (the "Conversion Rate"). The current Conversion Rate is 0.0139696 Common Shares per $1.00 face amount of Series A Preferred Shares, subject to customary anti-dilution adjustment provisions. The Series A Preferred Shares have no stated maturity.