RB GLOBAL INC. — Director's Dealing 2015

Dec 31, 2015

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: RITCHIE BROS AUCTIONEERS INC (RBA)
CIK: 0001046102
Period of Report: 2016-01-01

Reporting Person: Saligram Ravichandra Krishnamurty (Director, CEO)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	20575	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$24.43	2014-08-11	Common Shares (338249)		Direct
Employee Stock Option (Right to Buy)	$24.43	2024-08-11	Common Shares (56375)		Direct
Employee Stock Option (Right to Buy)	$24.84	2022-03-10	Common Shares (204248)		Direct
Restricted Share Units ("RSUs") - 2014	$		Common Shares (17063)		Direct
Dividend Equivalent Rights (2014 RSUs)	$		Common Shares (587)		Direct
Performance Share Units ("PSUs") - 2014	$		Common Stock (537)		Direct
Dividend Equivalent Rights (2014 PSUs)	$		Common Stock (18)		Direct

Footnotes

F1: The options vest as follows: 1/5 on the 1st anniversary of the date of grant; 1/5 on the 2nd anniversary of the date of grant; 1/5 on the 3rd anniversary of the date of grant 1/5 on the 4th anniversary of the date of grant; 1/5 on the 5th anniversary of the date of grant.

F2: 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.

F3: The restricted share units vest on 3/10/2017. 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.

F4: Each restricted share unit 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 one grant of restricted share units, and become exercisable proportionately with the restricted share units to which they relate.

F6: The PSUs vest on 3/10/2017. The common shares underlying vested PSUs or the cash value thereof (as determined by the Committee under the RBA pre-2015 Senior Executive Performance Share Unit Plan (and if settled in shares, subject to shareholder approval) will be paid to the reporting person, net of tax, as soon as practicable following the end of the month in which the PSUs 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 reporting person is no longer in possession of material undisclosed information or ii) the date on which reporting person is no longer restricted from trading in RBA securities.

F7: Each PSU represents a contingent right to receive the economic equivalent of one RBA common share.

F8: 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 performance share units, and become exercisable proportionately with the performance share units to which they relate.