SEC Form SC 13D/A filed by Ritchie Bros. Auctioneers Incorporated (Amendment)

4/10/23 4:40:23 PM ET

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Consumer Discretionary

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SC 13D/A 1 p23-1268sc13da.htm RITCHIE BROS AUCTIONEERS INC

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________

SCHEDULE 13D/A

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Ritchie Bros. Auctioneers Incorporated
(Name of Issuer)

Common Shares, without par value
(Title of Class of Securities)

767744105
(CUSIP Number)
JEFFREY C. SMITH STARBOARD VALUE LP 777 Third Avenue, 18th Floor New York, New York 10017 (212) 845-7977 ELEAZER KLEIN, ESQ. ADRIANA SCHWARTZ, ESQ. Schulte Roth & Zabel LLP 919 Third Avenue New York, New York 10022 (212) 756-2000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

**
(Date of Event which Requires
Filing of this Schedule)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ¨

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

(Continued on following pages)

(Page 1 of 19 Pages)

______________________________

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

** Due solely to changes in the outstanding Common Shares of the Issuer, the Reporting Persons no longer beneficially own more than 5% of the Issuer’s Common Shares and the Reporting Persons are voluntarily exiting the reporting system.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 767744105

SCHEDULE 13D/A

Page 2 of 19 Pages

1	NAME OF REPORTING PERSON Starboard Value LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7	SOLE VOTING POWER 7,026,415 (including 6,775,252 Common Shares issuable upon conversion of Preferred Shares)
	8	SHARED VOTING POWER -0-
	9	SOLE DISPOSITIVE POWER 7,026,415 (including 6,775,252 Common Shares issuable upon conversion of Preferred Shares)
	10	SHARED DISPOSITIVE POWER -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,026,415 (including 6,775,252 Common Shares issuable upon conversion of Preferred Shares)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.7%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 767744105

SCHEDULE 13D/A

Page 3 of 19 Pages

1	NAME OF REPORTING PERSON Starboard Value and Opportunity Master Fund III LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7	SOLE VOTING POWER 4,265,036 (including 4,112,580 Common Shares issuable upon conversion of Preferred Shares)
	8	SHARED VOTING POWER -0-
	9	SOLE DISPOSITIVE POWER 4,265,036 (including 4,112,580 Common Shares issuable upon conversion of Preferred Shares)
	10	SHARED DISPOSITIVE POWER -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,265,036 (including 4,112,580 Common Shares issuable upon conversion of Preferred Shares)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.3%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 767744105

SCHEDULE 13D/A

Page 4 of 19 Pages

1	NAME OF REPORTING PERSON Starboard Value and Opportunity Master Fund L LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7	SOLE VOTING POWER 210,792 (including 203,257 Common Shares issuable upon conversion of Preferred Shares)
	8	SHARED VOTING POWER -0-
	9	SOLE DISPOSITIVE POWER 210,792 (including 203,257 Common Shares issuable upon conversion of Preferred Shares)
	10	SHARED DISPOSITIVE POWER -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 210,792 (including 203,257 Common Shares issuable upon conversion of Preferred Shares)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.1%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 767744105

SCHEDULE 13D/A

Page 5 of 19 Pages

1	NAME OF REPORTING PERSON Starboard Value and Opportunity S LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7	SOLE VOTING POWER 491,848 (including 474,267 Common Shares issuable upon conversion of Preferred Shares)
	8	SHARED VOTING POWER -0-
	9	SOLE DISPOSITIVE POWER 491,848 (including 474,267 Common Shares issuable upon conversion of Preferred Shares)
	10	SHARED DISPOSITIVE POWER -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 491,848 (including 474,267 Common Shares issuable upon conversion of Preferred Shares)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.3%
14	TYPE OF REPORTING PERSON OO

CUSIP No. 767744105

SCHEDULE 13D/A

Page 6 of 19 Pages

1	NAME OF REPORTING PERSON Starboard Value and Opportunity C LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7	SOLE VOTING POWER 372,400 (including 359,088 Common Shares issuable upon conversion of Preferred Shares)
	8	SHARED VOTING POWER -0-
	9	SOLE DISPOSITIVE POWER 372,400 (including 359,088 Common Shares issuable upon conversion of Preferred Shares)
	10	SHARED DISPOSITIVE POWER -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 372,400 (including 359,088 Common Shares issuable upon conversion of Preferred Shares)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.2%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 767744105

SCHEDULE 13D/A

Page 7 of 19 Pages

1	NAME OF REPORTING PERSON Starboard X Master Fund II LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7	SOLE VOTING POWER 955,592 (including 921,434 Common Shares issuable upon conversion of Preferred Shares)
	8	SHARED VOTING POWER -0-
	9	SOLE DISPOSITIVE POWER 955,592 (including 921,434 Common Shares issuable upon conversion of Preferred Shares)
	10	SHARED DISPOSITIVE POWER -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 955,592 (including 921,434 Common Shares issuable upon conversion of Preferred Shares)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.5%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 767744105

SCHEDULE 13D/A

Page 8 of 19 Pages

1	NAME OF REPORTING PERSON Starboard Value A LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7	SOLE VOTING POWER 4,265,036 (including 4,112,580 Common Shares issuable upon conversion of Preferred Shares)
	8	SHARED VOTING POWER -0-
	9	SOLE DISPOSITIVE POWER 4,265,036 (including 4,112,580 Common Shares issuable upon conversion of Preferred Shares)
	10	SHARED DISPOSITIVE POWER -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,265,036 (including 4,112,580 Common Shares issuable upon conversion of Preferred Shares)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.3%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 767744105

SCHEDULE 13D/A

Page 9 of 19 Pages

1	NAME OF REPORTING PERSON Starboard Value A GP LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7	SOLE VOTING POWER 4,265,036 (including 4,112,580 Common Shares issuable upon conversion of Preferred Shares)
	8	SHARED VOTING POWER -0-
	9	SOLE DISPOSITIVE POWER 4,265,036 (including 4,112,580 Common Shares issuable upon conversion of Preferred Shares)
	10	SHARED DISPOSITIVE POWER -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,265,036 (including 4,112,580 Common Shares issuable upon conversion of Preferred Shares)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.3%
14	TYPE OF REPORTING PERSON OO

CUSIP No. 767744105

SCHEDULE 13D/A

Page 10 of 19 Pages

1	NAME OF REPORTING PERSON Starboard Value R LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7	SOLE VOTING POWER 1,327,992 (including 1,280,522 Common Shares issuable upon conversion of Preferred Shares)
	8	SHARED VOTING POWER -0-
	9	SOLE DISPOSITIVE POWER 1,327,992 (including 1,280,522 Common Shares issuable upon conversion of Preferred Shares)
	10	SHARED DISPOSITIVE POWER -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,327,992 (including 1,280,522 Common Shares issuable upon conversion of Preferred Shares)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.7%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 767744105

SCHEDULE 13D/A

Page 11 of 19 Pages

1	NAME OF REPORTING PERSON Starboard Value L LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7	SOLE VOTING POWER 210,792 (including 203,257 Common Shares issuable upon conversion of Preferred Shares)
	8	SHARED VOTING POWER -0-
	9	SOLE DISPOSITIVE POWER 210,792 (including 203,257 Common Shares issuable upon conversion of Preferred Shares)
	10	SHARED DISPOSITIVE POWER -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 210,792 (including 203,257 Common Shares issuable upon conversion of Preferred Shares)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.1%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 767744105

SCHEDULE 13D/A

Page 12 of 19 Pages

1	NAME OF REPORTING PERSON Starboard Value R GP LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7	SOLE VOTING POWER 1,538,784 (including 1,483,779 Common Shares issuable upon conversion of Preferred Shares)
	8	SHARED VOTING POWER -0-
	9	SOLE DISPOSITIVE POWER 1,538,784 (including 1,483,779 Common Shares issuable upon conversion of Preferred Shares)
	10	SHARED DISPOSITIVE POWER -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,538,784 (including 1,483,779 Common Shares issuable upon conversion of Preferred Shares)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.8%
14	TYPE OF REPORTING PERSON OO

CUSIP No. 767744105

SCHEDULE 13D/A

Page 13 of 19 Pages

1	NAME OF REPORTING PERSON STARBOARD VALUE GP LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7	SOLE VOTING POWER 7,026,415 (including 6,775,252 Common Shares issuable upon conversion of Preferred Shares)
	8	SHARED VOTING POWER -0-
	9	SOLE DISPOSITIVE POWER 7,026,415 (including 6,775,252 Common Shares issuable upon conversion of Preferred Shares)
	10	SHARED DISPOSITIVE POWER -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,026,415 (including 6,775,252 Common Shares issuable upon conversion of Preferred Shares)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.7%
14	TYPE OF REPORTING PERSON OO

CUSIP No. 767744105

SCHEDULE 13D/A

Page 14 of 19 Pages

1	NAME OF REPORTING PERSON Starboard Principal Co LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7	SOLE VOTING POWER 7,026,415 (including 6,775,252 Common Shares issuable upon conversion of Preferred Shares)
	8	SHARED VOTING POWER -0-
	9	SOLE DISPOSITIVE POWER 7,026,415 (including 6,775,252 Common Shares issuable upon conversion of Preferred Shares)
	10	SHARED DISPOSITIVE POWER -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,026,415 (including 6,775,252 Common Shares issuable upon conversion of Preferred Shares)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.7%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 767744105

SCHEDULE 13D/A

Page 15 of 19 Pages

1	NAME OF REPORTING PERSON Starboard Principal Co GP LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7	SOLE VOTING POWER 7,026,415 (including 6,775,252 Common Shares issuable upon conversion of Preferred Shares)
	8	SHARED VOTING POWER -0-
	9	SOLE DISPOSITIVE POWER 7,026,415 (including 6,775,252 Common Shares issuable upon conversion of Preferred Shares)
	10	SHARED DISPOSITIVE POWER -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,026,415 (including 6,775,252 Common Shares issuable upon conversion of Preferred Shares)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.7%
14	TYPE OF REPORTING PERSON OO

CUSIP No. 767744105

SCHEDULE 13D/A

Page 16 of 19 Pages

1	NAME OF REPORTING PERSON Jeffrey C. Smith
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7	SOLE VOTING POWER 7,026,415 (including 6,775,252 Common Shares issuable upon conversion of Preferred Shares)
	8	SHARED VOTING POWER -0-
	9	SOLE DISPOSITIVE POWER 7,026,415 (including 6,775,252 Common Shares issuable upon conversion of Preferred Shares)
	10	SHARED DISPOSITIVE POWER -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,026,415 (including 6,775,252 Common Shares issuable upon conversion of Preferred Shares)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.7%
14	TYPE OF REPORTING PERSON IN

CUSIP No. 767744105

SCHEDULE 13D/A

Page 17 of 19 Pages

1	NAME OF REPORTING PERSON Peter A. Feld
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7	SOLE VOTING POWER 7,026,415 (including 6,775,252 Common Shares issuable upon conversion of Preferred Shares)
	8	SHARED VOTING POWER -0-
	9	SOLE DISPOSITIVE POWER 7,026,415 (including 6,775,252 Common Shares issuable upon conversion of Preferred Shares)
	10	SHARED DISPOSITIVE POWER -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 7,026,415 (including 6,775,252 Common Shares issuable upon conversion of Preferred Shares)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.7%
14	TYPE OF REPORTING PERSON IN

CUSIP No. 767744105

SCHEDULE 13D/A

Page 18 of 19 Pages

The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends and supplements the Schedule 13D as specifically set forth herein. Capitalized terms used herein and not otherwise defined in this Amendment No. 1 have the meanings set forth in the Schedule 13D, as amended. This Amendment No. 1 is the final amendment to the Schedule 13D and constitutes an “exit filing” for the Reporting Persons.

Item 4.	PURPOSE OF TRANSACTION.

Item 4 of the Schedule 13D is hereby amended and supplemented as follows:

	Due solely to changes in the outstanding Common Shares of the Issuer, the Reporting Persons no longer beneficially own more than 5% of the Issuer’s Common Shares and the Reporting Persons are voluntarily exiting the reporting system. This Amendment No. 1 is being filed solely as a result of such change.

Item 5.	INTEREST IN SECURITIES OF THE ISSUER.

Items 5(a), (b), and (e) of the Schedule 13D are hereby amended and restated as follows:

(a)	The percentages used in this Schedule 13D/A are calculated based upon 181,788,431 Common Shares outstanding as of March 29, 2023, as reported in the Issuer’s Amendment No. 1 to the Current Report on Form 8-K/A filed with the SEC on April 4, 2023, and assumes the conversion of the reported Preferred Shares.

	See rows (11) and (13) of the cover pages to this Schedule 13D/A for the aggregate number of Common Shares and percentage of the Common Shares beneficially owned by each of the Reporting Persons. The filing of this Schedule 13D/A shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.

(b)	See rows (7) through (10) of the cover pages to this Schedule 13D/A for the number of Common Shares as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.

(e)	March 29, 2023.

CUSIP No. 767744105

SCHEDULE 13D/A

Page 19 of 19 Pages

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: April 10, 2023

Starboard Value and Opportunity Master Fund III LP

By: Starboard Value A LP,

its general partner

STARBOARD VALUE AND OPPORTUNITY MASTER FUND L LP

By: Starboard Value L LP,

its general partner

STARBOARD VALUE AND OPPORTUNITY S LLC

By: Starboard Value LP,

its manager

STARBOARD VALUE AND OPPORTUNITY C LP

By: Starboard Value R LP,

its general partner

Starboard X Master Fund II LP

By: Starboard Value R LP,

its general partner

STARBOARD VALUE A LP

By: Starboard Value A GP LLC,

its general partner

STARBOARD VALUE L LP

By: Starboard Value R GP LLC,

its general partner

STARBOARD VALUE R LP

By: Starboard Value R GP LLC,

its general partner

STARBOARD VALUE LP

By: Starboard Value GP LLC,

its general partner

STARBOARD VALUE GP LLC

By: Starboard Principal Co LP,

its member

STARBOARD PRINCIPAL CO LP

By: Starboard Principal Co GP LLC,

its general partner

STARBOARD PRINCIPAL CO GP LLC

STARBOARD VALUE A GP LLC

STARBOARD VALUE R GP LLC

	By:	/s/ Jeffrey C. Smith
		Name: Jeffrey C. Smith
		Title: Authorized Signatory

/s/ Jeffrey C. Smith
JEFFREY C. SMITH
Individually and as attorney-in-fact for Peter A. Feld*

* Pursuant to a Power of Attorney attached as Exhibit 24.1 to the Schedule 13D filed by the Reporting Persons on March 6, 2023.

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Date	Price Target	Rating	Analyst
9/5/2024	$105.00	Outperform	BMO Capital Markets
6/18/2024		Sector Outperform	CIBC
7/20/2023	$60.00 → $75.00	Mkt Perform → Outperform	Raymond James
5/18/2023	$61.00	Sector Perform → Outperform	National Bank Financial
12/5/2022	$59.00 → $65.00	Sector Perform → Sector Outperform	Scotiabank
11/14/2022	$65.00	Neutral → Buy	Northcoast
11/8/2022	$74.00 → $55.00	Buy → Neutral	BofA Securities
11/7/2022		Mkt Perform → Outperform	Barrington Research

SEC Form SC 13D/A filed by Ritchie Bros. Auctioneers Incorporated (Amendment)

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Recent Analyst Ratings for
$RBA

$RBA
Insider Trading

Insider transactions reveal critical sentiment about the company from key stakeholders. See them live in this feed.

Director Raiss Sarah E. converted options into 2,665 shares, increasing direct ownership by 190% to 4,065 units (SEC Form 4)

Director Sieger Michael D converted options into 2,665 shares, increasing direct ownership by 88% to 5,701 units (SEC Form 4)

Director Morrison Gregory B converted options into 2,665 shares (SEC Form 4)

$RBA
Press Releases

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Ritchie Bros. Sells CA$224+ Million of Heavy Equipment Assets and Vehicles at Premier Canadian Auction Event

RB Global Reports First Quarter 2025 Results

RB Global Reports on Voting Results From the 2025 Annual and Special Meeting of Shareholders

$RBA
SEC Filings

SEC Form 10-Q filed by RB Global Inc.

RB Global Inc. filed SEC Form 8-K: Results of Operations and Financial Condition, Other Events, Financial Statements and Exhibits

RB Global Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

$RBA
Large Ownership Changes

This live feed shows all institutional transactions in real time.

Amendment: SEC Form SC 13G/A filed by RB Global Inc.

SEC Form SC 13G/A filed by RB Global Inc. (Amendment)

SEC Form SC 13G filed by RB Global Inc.

$RBA
Analyst Ratings

Analyst ratings in real time. Analyst ratings have a very high impact on the underlying stock. See them live in this feed.

BMO Capital Markets initiated coverage on RB Global with a new price target

CIBC initiated coverage on RB Global

RB Global upgraded by Raymond James with a new price target

$RBA
Financials

Live finance-specific insights

$RBA
Insider Purchases

Insider purchases reveal critical bullish sentiment about the company from key stakeholders. See them live in this feed.

Ritchie Bros. Sells CA$224+ Million of Heavy Equipment Assets and Vehicles at Premier Canadian Auction Event

RB Global Reports First Quarter 2025 Results

RB Global to Report First Quarter 2025 Financial Results and Host Conference Call on May 7, 2025

Kessler James Francis bought $75,075 worth of shares (1,250 units at $60.06), increasing direct ownership by 2% to 64,261 units (SEC Form 4)

$RBA
Leadership Updates

Live Leadership Updates

RB Global Appoints Steve Lewis as Chief Operating Officer

KKR, CrowdStrike Holdings and GoDaddy Set to Join S&P 500; Others to Join S&P MidCap 400 and S&P SmallCap 600

RB Global Appoints Nancy King as Chief Technology Officer

SEC Form SC 13D/A filed by Ritchie Bros. Auctioneers Incorporated (Amendment)

Chat with this insight

Recent Analyst Ratings for $RBA

$RBA Insider Trading

Insider transactions reveal critical sentiment about the company from key stakeholders. See them live in this feed.

Director Raiss Sarah E. converted options into 2,665 shares, increasing direct ownership by 190% to 4,065 units (SEC Form 4)

Director Sieger Michael D converted options into 2,665 shares, increasing direct ownership by 88% to 5,701 units (SEC Form 4)

Director Morrison Gregory B converted options into 2,665 shares (SEC Form 4)

$RBA Press Releases

Fastest customizable press release news feed in the world

Ritchie Bros. Sells CA$224+ Million of Heavy Equipment Assets and Vehicles at Premier Canadian Auction Event

RB Global Reports First Quarter 2025 Results

RB Global Reports on Voting Results From the 2025 Annual and Special Meeting of Shareholders

$RBA SEC Filings

SEC Form 10-Q filed by RB Global Inc.

RB Global Inc. filed SEC Form 8-K: Results of Operations and Financial Condition, Other Events, Financial Statements and Exhibits

RB Global Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

$RBA Large Ownership Changes

This live feed shows all institutional transactions in real time.

Amendment: SEC Form SC 13G/A filed by RB Global Inc.

SEC Form SC 13G/A filed by RB Global Inc. (Amendment)

SEC Form SC 13G filed by RB Global Inc.

$RBA Analyst Ratings

Analyst ratings in real time. Analyst ratings have a very high impact on the underlying stock. See them live in this feed.

BMO Capital Markets initiated coverage on RB Global with a new price target

CIBC initiated coverage on RB Global

RB Global upgraded by Raymond James with a new price target

$RBA Financials

Live finance-specific insights

$RBA Insider Purchases

Insider purchases reveal critical bullish sentiment about the company from key stakeholders. See them live in this feed.

Ritchie Bros. Sells CA$224+ Million of Heavy Equipment Assets and Vehicles at Premier Canadian Auction Event

RB Global Reports First Quarter 2025 Results

RB Global to Report First Quarter 2025 Financial Results and Host Conference Call on May 7, 2025

Kessler James Francis bought $75,075 worth of shares (1,250 units at $60.06), increasing direct ownership by 2% to 64,261 units (SEC Form 4)

$RBA Leadership Updates

Live Leadership Updates

RB Global Appoints Steve Lewis as Chief Operating Officer

KKR, CrowdStrike Holdings and GoDaddy Set to Join S&P 500; Others to Join S&P MidCap 400 and S&P SmallCap 600

RB Global Appoints Nancy King as Chief Technology Officer

Recent Analyst Ratings for
$RBA

$RBA
Insider Trading

$RBA
Press Releases

$RBA
SEC Filings

$RBA
Large Ownership Changes

$RBA
Analyst Ratings

$RBA
Financials

$RBA
Insider Purchases

$RBA
Leadership Updates