Jeffrey C. Smith - 12 Aug 2024 Form 4 Insider Report for RB GLOBAL INC. (RBA)

Role: Director
Signature: /s/ Jeffrey C. Smith
Issuer symbol: RBA
Transactions as of: 12 Aug 2024
Net transactions value: $0
Form type: 4
Filing time: 14 Aug 2024, 16:41:55 UTC
Previous filing: 24 Jun 2024
Next filing: 20 Sep 2024
SEC: View on sec.gov

Key filing fact

Jeffrey C. Smith filed Form 4 for RB GLOBAL INC. (RBA) on 14 Aug 2024.

Key facts

This page summarizes Jeffrey C. Smith's Form 4 filing for RB GLOBAL INC. (RBA).
1 reported transaction and 5 derivative rows are listed below.
Filing timestamp: 14 Aug 2024, 16:41.

Change

Previous filing in this sequence was filed on 24 Jun 2024.
Current net transaction value: $0.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

See Original Filing

Reported transactions

RBA holding

Common Shares

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after: 251,163
Date: 12 Aug 2024
Ownership: By Starboard Value LP
Footnotes: F1

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

RBA transaction Derivative

Deferred Share Units

Award

Transaction value: $0
Shares: +164
Change %: +8%
Price: $0.000000
Shares after: 2,203
Date: 12 Aug 2024
Ownership: Direct
Underlying class: Common Shares
Underlying amount: 164
Exercise price
Footnotes: F2, F3

RBA holding Derivative

Dividend Equivalent Rights (DSUs)

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after: 20
Date: 12 Aug 2024
Ownership: Direct
Underlying class: Common Shares
Underlying amount: 20
Exercise price
Footnotes: F4

RBA holding Derivative

Dividend Equivalent Rights (RSUs)

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after: 9
Date: 12 Aug 2024
Ownership: Direct
Underlying class: Common Shares
Underlying amount: 9
Exercise price
Footnotes: F5

RBA holding Derivative

Restricted Share Units

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after: 2,630
Date: 12 Aug 2024
Ownership: Direct
Underlying class: Common Shares
Underlying amount: 2,630
Exercise price
Footnotes: F6, F7

RBA holding Derivative

Series A Preferred Shares

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after: 485,000,000
Date: 12 Aug 2024
Ownership: By Starboard Value LP
Underlying class: Common Shares
Underlying amount: 6,775,252
Exercise price
Footnotes: F1, F8

An asterisk next to the price means the reported 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	Each deferred share unit ("DSU") represents the economic equivalent of one RBA common share.
F3	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.
F4	The dividend equivalent rights accrued in respect of the reporting person's 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.
F5	Each dividend equivalent right represents a contingent right to receive the economic equivalent of one RBA common share. The dividend equivalent rights accrued in respect of the 2024 grant of restricted share units ("RSU") and become exercisable proportionately with the RSUs to which they relate.
F6	Each RSU represents a contingent right to receive one RBA common share.
F7	The RSUs will vest upon the earlier of (i) the first anniversary of the grant date and (ii) the Issuer's next annual meeting of shareholders following the grant date.
F8	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.