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OPENLANE, Inc. — Director's Dealing 2012
Dec 17, 2012
31385_dirs_2012-12-17_9cffaff9-f7e8-4d2c-86a5-369e6f77c8b3.zip
Director's Dealing
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SEC Form 4/A — Form 4/A
Issuer: KAR Auction Services, Inc. (KAR)
CIK: 0001395942
Period of Report: 2012-12-11
Reporting Person: ValueAct Holdings, L.P. (10% Owner)
Reporting Person: ValueAct Capital Master Fund, L.P. (10% Owner)
Reporting Person: VA Partners I, LLC (10% Owner)
Reporting Person: ValueAct Capital Management, L.P. (10% Owner)
Reporting Person: ValueAct Capital Management, LLC (10% Owner)
Reporting Person: ValueAct Holdings GP, LLC (10% Owner)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2012-12-11 | Common Stock, par value $.01 per share | S | 3278982 | $16.7125 | Disposed | 19289208 | Indirect |
Footnotes
F1: Reflects sales of shares of common stock of KAR Auction Services, Inc. in a secondary offering by KAR Holdings II, LLC that closed on December 11, 2012.
F2: Each reporting person listed herein disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
F3: The reported stock is held of record by KAR Holdings II, LLC but is beneficially owned directly by ValueAct Capital Master Fund, L.P. by virtue of ValueAct Capital Master Fund, L.P.'s ownership interest in KAR Holdings II, LLC and may be deemed to be beneficially owned by (i) VA Partners I, LLC as General Partner of ValueAct Capital Master Fund, L.P., (ii) ValueAct Capital Management, L.P. as the manager of ValueAct Capital Master Fund, L.P., (iii) ValueAct Capital Management, LLC as General Partner of ValueAct Capital Management, L.P., (iv) ValueAct Holdings, L.P. as the sole owner of the limited partnership interests of ValueAct Capital Management, L.P. and the membership interests of ValueAct Capital Management, LLC, and as the majority owner of the membership interests of VA Partners I, LLC, and (v) ValueAct Holdings GP, LLC as General Partner of ValueAct Holdings, L.P.