RB GLOBAL INC. — Director's Dealing 2016

Mar 9, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RITCHIE BROS AUCTIONEERS INC (RBA)
CIK: 0001046102
Period of Report: 2016-03-04

Reporting Person: McLeod Robert Alastair (Chief Bus. Dev. Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-04	Common Shares	M	3585	—	Acquired	9985	Direct
2016-03-04	Common Shares	M	263	—	Acquired	10248	Direct
2016-03-04	Common Shares	M	5385	—	Acquired	15633	Direct
2016-03-04	Common Shares	M	395	—	Acquired	16028	Direct
2016-03-04	Common Shares	D	9628	$23.33	Disposed	6400	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-03-04	2013 DER PSU	$	A	26	Acquired		Common Shares (26)	Direct
2016-03-04	2013 DER RSU	$	A	39	Acquired		Common Shares (39)	Direct
2016-03-04	2014 DER PSU	$	A	21	Acquired		Common Shares (21)	Direct
2016-03-04	2014 DER RSU	$	A	35	Acquired		Common Shares (35)	Direct
2016-03-04	2013 PSUs	$	M	3585	Disposed		Common Shares (3585)	Direct
2016-03-04	2013 DER PSU	$	M	263	Disposed		Common Shares (263)	Direct
2016-03-04	2013 RSU	$	M	5385	Disposed		Common Shares (5385)	Direct
2016-03-04	2013 DER RSU	$	M	395	Disposed		Common Shares (395)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	19029	Indirect
Common Shares	11157	Indirect
Common Shares	1856	Indirect

Footnotes

F1: Each PSU and DER represented a contingent right to receive the economic equivalent of one RBA common share. The PSUs and DERs vested on 3/4/2016. As determined by the Compensation Committee, the cash value of the common shares underlying the vested PSUs and DERs (determined in accordance with the RBA pre-2015 Performance Share Unit Plan) will be paid to the reporting person, net of applicable tax, as soon as practicable following the end of the month in which the PSUs and DERs vested

F2: Each RSU and DER represented a contingent right to receive the economic equivalent of one RBA common share. The RSUs and DERs vested on 3/4/2016. As determined by the Compensation Committee, the cash value of the common shares underlying the vested RSUs and DERs (determined in accordance with the RBA Restricted Share Unit Plan) will be paid to the reporting person, net of applicable tax, as soon as practicable following the end of the month in which the RSUs and DERs vested.

F3: Updated to include all Employee Stock Purchase Plan purchases through February 29, 2016.

F4: Dividend Equivalent Rights ("DER") for 2013 Performance Share Units

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 2013 grant of performance share units under the pre-2015 Performance Share Unit Plan, and become exercisable proportionately with the performance share units to which they relate. Excludes dividend equivalent rights that relate to performance share units for which the performance criteria has not been satisfied.

F6: Dividend Equivalent Rights ("DER")for 2013 Restricted Share Units

F7: 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 2013 grant of restricted share units, and become exercisable proportionately with the restricted share units to which they relate.

F8: Dividend Equivalent Rights ("DER") for 2014 Performance Share Units

F9: 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 2014 grant of performance share units under the pre-2015 Performance Share Unit Plan, and become exercisable proportionately with the performance share units to which they relate. Excludes dividend equivalent rights that relate to performance share units for which the performance criteria has not been satisfied.

F10: Dividend Equivalent Rights ("DER") for 2014 Restricted Share Units

F11: 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 2014 grant of restricted share units, and become exercisable proportionately with the restricted share units to which they relate.

F12: Performance Share Units ("PSUs") - 2013

F13: Restricted Share Units ("RSUs") - 2013