Ignition entities shift into OPENLANE (OPLN) common shares after Series A conversion
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
OPENLANE, Inc. reported that entities associated with Ignition Acquisition Holdings LP converted their entire Series A Preferred Stock into Common Stock. On this conversion, Ignition Acquisition Holdings LP came to hold 16,424,728 shares of Common Stock indirectly. The 288,323 shares of Series A Preferred Stock were fully disposed of in connection with this conversion, leaving no preferred shares outstanding for these reporting persons.
Positive
- None.
Negative
- None.
Insights
Apax-linked entities converted preferred into common, reshaping their OPENLANE stake.
Entities tied to Ignition Acquisition Holdings LP, ultimately controlled through an Apax structure, converted Series A Preferred Stock into Common Stock. The transaction produced 16,424,728 indirectly held Common shares at a conversion price of $17.75 per preferred share.
The filing shows 288,323 Series A Preferred shares with an initial conversion rate of 56.3380 Common shares per preferred share, consistent with the 16,424,728 Common shares reported. No Series A Preferred remains outstanding for these reporting persons, simplifying their position into a single common equity stake.
Footnotes state that various Apax-related entities may be deemed to beneficially own these securities through Ignition Acquisition Holdings LP, while generally disclaiming beneficial ownership beyond their pecuniary interest. This points to a capital-structure cleanup rather than a new cash transaction, with the economic exposure now fully in Common Stock.
Insider Trade Summary
2 transactions reported
Net Sell
2 txns
Insider
Ignition Acquisition Holdings LP, Ignition Acquisition Holdings GP LLC, Ignition Parent LP, Ignition GP LLC, Ignition Topco Ltd, Apax X GP Co. Ltd, Apax Guernsey (Holdco) PCC Ltd
Role
null | null | null | null | null | null | null
Sold
288,323 shs ($0.00)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Series A Preferred Stock | 288,323 | $0.00 | -- |
| Conversion | Common Stock | 16,424,728 | $17.75 | $291.54M |
Holdings After Transaction:
Series A Preferred Stock — 0 shares (Indirect, See Footnotes);
Common Stock — 16,424,728 shares (Indirect, See Footnotes)
Footnotes (1)
- Reflects Series A Preferred Stock, par value $0.01 per share, of the Issuer ("Series A Preferred Stock"). The Series A Preferred Stock had no stated maturity, and beginning on June 10, 2021, the Series A Preferred Stock were convertible at the option of the holders thereof into shares of common stock, par value $0.01 per share, of the Issuer ("Common Stock") at an initial conversion price of $17.75 per share of Series A Preferred Stock and an initial conversion rate of 56.3380 shares of Common Stock per share of Series A Preferred Stock, subject to adjustment as provided in the Certificate of Designations of the Series A Preferred Stock ("Certificate of Designations"). The Issuer had the right to mandatorily convert the Series A Preferred Stock into Common Stock at any time after the three-year anniversary of the issuance, if certain conditions are met. Reflects securities held directly by Ignition Acquisition Holdings LP. Ignition Acquisition Holdings GP LLC is the general partner of Ignition Acquisition Holdings LP. Ignition Parent LP is the sole member of Ignition Acquisition Holdings GP LLC. Ignition GP LLC is the general partner of Ignition Parent LP. Ignition Topco Ltd is the sole member of Ignition GP LLC. Apax X GP Co. Limited, in its capacity as investment manager of the Apax funds, controls 100% of the shares of Ignition Topco Ltd. Apax Guernsey (Holdco) PCC Limited Apax X Cell is the sole parent of Apax X GP Co. Limited. Each of the Reporting Persons may be deemed to beneficially own the securities beneficially owned by Ignition Acquisition Holdings LP directly or indirectly controlled by it, but each (other than Ignition Acquisition Holdings LP to the extent of its direct holdings) disclaims beneficial ownership of such shares, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein.
Key Figures
Common shares after conversion: 16,424,728 shares
Series A Preferred disposed: 288,323 shares
Conversion price: $17.75 per preferred share
+2 more
5 metrics
Common shares after conversion
16,424,728 shares
Indirectly held following conversion on 2026-05-28
Series A Preferred disposed
288,323 shares
Preferred shares reduced to 0 after conversion-related disposition
Conversion price
$17.75 per preferred share
Initial conversion price for Series A Preferred Stock
Conversion rate
56.3380 common per preferred
Initial conversion rate in Certificate of Designations
Net derivative share change
-288,323 shares
Net-sell direction in derivative transaction summary
Key Terms
Series A Preferred Stock, conversion price, conversion rate, Certificate of Designations, +2 more
6 terms
Series A Preferred Stock financial
"Reflects Series A Preferred Stock, par value $0.01 per share, of the Issuer ("Series A Preferred Stock")."
Series A preferred stock is a type of ownership share in a company that gives investors certain advantages, such as priority in receiving profits or getting their money back if the company is sold or goes bankrupt. It is often issued during early funding stages to attract investors by offering more security than common shares. This stock matters to investors because it provides a safer way to invest while still holding potential for future gains.
conversion price financial
"convertible at the option of the holders thereof into shares ... at an initial conversion price of $17.75 per share"
The conversion price is the fixed price at which a convertible security, like a bond or preferred stock, can be exchanged for shares of common stock. It acts like a set rate that determines how many shares an investor can receive if they choose to convert their investment. This helps investors understand the value and potential benefits of converting their securities into company shares.
conversion rate financial
"an initial conversion rate of 56.3380 shares of Common Stock per share of Series A Preferred Stock"
Conversion rate is the proportion of items, people or contracts that take a desired action out of the total possible — for example the share of website visitors who make a purchase, or the number of convertible bonds that are exchanged for shares. Investors care because it measures how effectively a business or financial instrument turns opportunity into real outcomes, like sales or share issuance, which directly affects revenue, cash flow and ownership dilution.
Certificate of Designations regulatory
"subject to adjustment as provided in the Certificate of Designations of the Series A Preferred Stock"
A certificate of designations is a formal legal document that spells out the specific rights and rules attached to a particular class of stock, most often preferred shares. It tells investors who gets paid first, what dividends or conversion rights exist, and any voting or liquidation priorities—like an instruction sheet that decides which shareholders get preference if a company pays out or is sold. Those terms directly affect a security’s value and risk.
beneficially own regulatory
"Each of the Reporting Persons may be deemed to beneficially own the securities beneficially owned by Ignition Acquisition Holdings LP"
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
pecuniary interest financial
"disclaims beneficial ownership of such shares, except to the extent of such Reporting Person's pecuniary interest therein."
FAQ
What did Ignition Acquisition Holdings LP report in the OPENLANE (OPLN) Form 4?
Ignition Acquisition Holdings LP reported converting its Series A Preferred Stock into Common Stock, resulting in indirect ownership of 16,424,728 Common shares. The related entities now hold exposure entirely through Common Stock rather than the previously outstanding preferred securities.
What happened to the Series A Preferred Stock in this OPENLANE (OPLN) filing?
The filing shows 288,323 shares of Series A Preferred Stock were fully disposed of in connection with conversion into Common Stock. Following this transaction, the reporting persons list zero Series A Preferred shares remaining, concentrating their position entirely in Common Stock.
What conversion terms applied to OPENLANE (OPLN) Series A Preferred Stock?
The Series A Preferred Stock had an initial conversion price of $17.75 per share and an initial conversion rate of 56.3380 Common shares per preferred share. These terms, set out in the Certificate of Designations, governed conversion into OPENLANE Common Stock.