Sec Form 3 Filing - Cash Megan Anne @ RB GLOBAL INC. - 2023-08-01

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
Cash Megan Anne
2. Issuer Name and Ticker or Trading Symbol
RB GLOBAL INC. [ RBA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Principal Fin. & Acctg Officer
(Last) (First) (Middle)
C/O RB GLOBAL, INC., 2 WESTBROOK CORPORATE CENTER
3. Date of Earliest Transaction (MM/DD/YY)
08/01/2023
(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 Shares 3,707 D
Common Shares 637 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
Dividend Equivalent Rights (2021 RSUs) ( 2 ) ( 1 ) ( 1 ) Common Shares 4 D
Employee Stock Option (Right to Buy) $ 34.17 08/07/2018( 3 ) 08/07/2028 Common Shares 2,186 D
Employee Stock Option (Right to Buy) $ 33.79 03/07/2019( 3 ) 03/07/2029 Common Shares 4,722 D
Employee Stock Option (Right to Buy) $ 40.64 03/05/2020( 3 ) 03/05/2030 Common Shares 6,688 D
Employee Stock Option (Right to Buy) $ 54.83 02/25/2021( 4 ) 02/25/2031 Common Shares 8,240 D
Employee Stock Option (Right to Buy) $ 57.7 03/15/2022( 4 ) 03/15/2032 Common Shares 7,328 D
Employee Stock Option (Right to Buy) $ 80 11/10/2021( 5 ) 11/10/2027( 6 ) Common Shares 5,573 D
Employee Stock Option (Right to Buy) $ 90 11/10/2021( 5 ) 11/10/2027( 6 ) Common Shares 5,457 D
Employee Stock Option (Right to Buy) $ 100 11/10/2021( 5 ) 11/10/2027( 6 ) Common Shares 7,282 D
Restricted Share Unit (2023 RSUs) ( 1 ) ( 7 ) ( 7 ) Common Shares 3,964 D
Restricted Share Units (2021 RSUs) ( 1 ) ( 8 ) ( 8 ) Common Shares 38 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Cash Megan Anne
C/O RB GLOBAL, INC.
2 WESTBROOK CORPORATE CENTER
WESTCHESTER, IL60154
Principal Fin. & Acctg Officer
Signatures
/s/ Maria Teresa Punsalan, attorney-in-fact for Megan Anne Cash 08/11/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each restricted share unit represents a contingent right to receive the economic equivalent of one RBA common share.
( 2 )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 one grant of restricted share units, and become exercisable proportionately with the restricted share units to which they relate.
( 3 )The date reflected is the initial grant date. The options were subject to a vesting schedule at the time of grant but are fully vested as of the date of this Form 3 report.
( 4 )The options vest as follows: 1/3 on the 1st anniversary of the date of grant; 1/3 on the 2nd anniversary of the date of grant; and 1/3 on the 3rd anniversary of the date of grant.
( 5 )The option vests on November 10, 2024.
( 6 )The option expires on November 10, 2027; provided, however, that if such date occurs during a black out period (as defined in the RBA Amended and Restated Stock Option Plan) applicable to the reporting person or within five business days (as defined in such Plan) after the last day of a black out period applicable to the reporting person, the expiry date for the option will be the last day of such five business day period
( 7 )The restricted share units vest as follows: 1/3 on March 15, 2024; 1/3 on March 15, 2025; and 1/3 on March 14, 2026. The cash value of the common shares underlying vested RSUs (determined in accordance with the RBA Restricted Share Unit Plan) will be paid to the reporting person, net of tax, as soon as practicable following the end of the month in which the RSUs vest; provided, that if such payment would occur at any time at which the reporting person may be in possession of undisclosed material information regarding RBA, or at any time at which, pursuant to any securities trading policy of RBA, the reporting person is restricted from trading in RBA securities, unless the Committee otherwise determines, payment will be postponed to the date which is 5 days after the later of (i) the date on which the reporting person is no longer in possession of such information or (ii) the date on which the reporting person is no longer restricted from trading in RBA securities.
( 8 )The restricted share units vest on February 24, 2024. The cash value of the common shares underlying vested RSUs (determined in accordance with the RBA Restricted Share Unit Plan) will be paid to the reporting person, net of tax, as soon as practicable following the end of the month in which the RSUs vest; provided, that if such payment would occur at any time at which the reporting person may be in possession of undisclosed material information regarding RBA, or at any time at which, pursuant to any securities trading policy of RBA, the reporting person is restricted from trading in RBA securities, unless the Committee otherwise determines, payment will be postponed to the date which is 5 days after the later of (i) the date on which the reporting person is no longer in possession of such information or (ii) the date on which the reporting person is no longer restricted from trading in RBA securities.

Remarks:
Exhibit 24.1 Power of Attorney

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