OPENLANE, Inc. — Director's Dealing 2011

May 16, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KAR Auction Services, Inc. (KAR)
CIK: 0001395942
Period of Report: 2011-05-12

Reporting Person: WARD JONATHAN P (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-05-12	Phantom Stock	$0	A	3887	Acquired		Common Stock (3887)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	7572	Direct

Footnotes

F1: The phantom stock will convert into shares of KAR common stock on a one-for-one basis.

F2: Represents director fees deferred in the reporting person's account in the KAR Auction Services, Inc. Directors Deferred Compensation Plan. Shares of restricted stock were granted on May 12, 2011 at a price of $19.30 per share and will be settled only for shares of KAR common stock on a one-for-one basis. These 3,887 shares of restricted stock were granted pursuant to the KAR Auction Services, Inc. 2009 Omnibus Stock and Incentive Plan and one-fourth of the grant vests every three months from the date of grant (May 12, 2011) and such grant is subject to forfeiture until vested.

F3: The reporting person will receive shares of KAR common stock, on a one-for-one basis, at a future date(s) specified by him pursuant to the deferred compensation plan.