OPENLANE, Inc. — Director's Dealing 2012

Apr 2, 2012

SEC Form 5/A — Form 5/A

Issuer: KAR Auction Services, Inc. (KAR)
CIK: 0001395942
Period of Report: 2011-12-31

Reporting Person: Caruso Thomas J. (President & CEO of ADESA)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5020	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (right to buy)	$10	2017-08-20	Common Stock (175880)	175880	Direct
Employee Stock Option (right to buy)	$16.677	2018-08-19	Common Stock (54800)	54800	Direct
Employee Stock Option (right to buy)	$13.46	2020-03-01	Common Stock (179120)	179120	Direct
Employee Stock Option (right to buy)	$14.44	2021-02-25	Common Stock (100000)	100000	Direct

Footnotes

F1: The reporting person owned 5,020 shares of common stock held of record by KAR Holdings II, LLC on 12/10/09, the date the reporting person became an officer of KAR Auction Services, Inc.

F2: Includes 5,020 shares of common stock held of record by KAR Holdings II, LLC by virtue of the reporting person's common ownership interest in KAR Holdings II, LLC. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

F3: 43,970 of these options are service options that became exercisable as of the effective date of the Company's IPO.

F4: 131,910 of these options are performance options that 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.

F5: 13,700 of these options are service options that became exercisable as of the effective date of the Company's IPO.

F6: 41,100 of these options are performance options that 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 dayof 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.

F7: 44,780 of these options are service options that vest based upon the passage of time and the reporting person's continued service with the Company. These options will vest as follows: 25% of these options become exercisable on 3/1/2011, 25% of these options become exercisable on 3/1/2012, 25% of these options become exercisable on 3/1/2013, and the remaining 25% of these options become exercisable on 3/1/2014.

F8: 134,340 of these options are performance options that 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.

F9: An additional condition to vesting is that the reporting person must be a director, officer, employee, consultant or agent of the Company or any of its subsidiaries on the date on which the conditions set forth above are satisfied.

F10: These options are service options that vest based upon the passage of time and the reporting person's continued service with the Company. These options will vest as follows: 25% of these options become exercisable on 2/25/2012, 25% of these options become exercisable on 2/25/2013, 25% of these options become exercisable on 2/25/2014, and the remaining 25% of these options become exercisable on 2/25/2015.