OPENLANE, Inc. — Director's Dealing 2011

Apr 8, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KAR Auction Services, Inc. (KAR)
CIK: 0001395942
Period of Report: 2011-04-06

Reporting Person: Gottwald Donald S. (President and CEO of AFC)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-04-06	Common Stock	M	4000	$10.00	Acquired	4000	Direct
2011-04-06	Common Stock	S	4000	$16.00	Disposed	0	Direct
2011-04-08	Common Stock	M	4250	$10.00	Acquired	4250	Direct
2011-04-08	Common Stock	S	4250	$17.00	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-04-06	Employee Stock Option (right to buy)	$10.000	M	4000	Disposed	2019-05-06	Common Stock (4000)	Direct
2011-04-08	Employee Stock Option (right to buy)	$10.000	M	4250	Disposed	2019-05-06	Common Stock (4250)	Direct

Footnotes

F1: 70,880 of these options are service options that vest based upon the passage of time and the reporting person's continued service with the Company. On December 10, 2009, the Company's board of directors adopted resolutions providing that these options will become exercisable as of the effective date of the Company's IPO.

F2: 237,390 of these options are performance options that, as of the effective date of the Company's IPO, will vest as follows: 25% of these options vest if, during any consecutive 90-day period, the average closing price per share of the Company's common stock (or, the "average closing price") is at least $20.00 and the closing price per share of the Company's common stock on the last day of such 90-day period (or, the "last day closing price") is at least $17.00; the next 25% of these options vest if, during any consecutive 90-day period, the average closing price is at least $25.00 and the last day closing price is at least $21.25; the next 25% of these options vest if, during any consecutive 90-day period, the average closing price is at least $30.00 and the last day closing price is at least $25.50; and the remaining 25% of these options vest if, during any consecutive 90-day period, the average closing price is at least $35.00 and the last day closing price is at least $29.75.