OPENLANE, Inc. — Director's Dealing 2013

Aug 15, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KAR Auction Services, Inc. (KAR)
CIK: 0001395942
Period of Report: 2013-08-13

Reporting Person: Byrd Warren W (EVP of Corp Dev & Real Estate)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-08-13	Common Stock	S	811	$24.25	Acquired	1967	Indirect
2013-08-14	Common Stock	M	2000	$12.10	Acquired	2000	Direct
2013-08-14	Common Stock	S	2000	$27.00	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-08-14	Employee Stock Options (right to buy)	$12.10	M	2000	Acquired	2020-08-06	Common Stock (2000)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Options (right to buy)	$10.00	2017-08-20	Common Stock (1000)	21970	Direct
Employee Stock Options (right to buy)	$10.00	2017-08-20	Common Stock (4122)	98933	Direct

Footnotes

F1: Reflects sales of shares of common stock of KAR Auction Services, Inc. (the "Company") in a secondary offering by KAR Holdings II, LLC that closed on August 13, 2013.

F2: Includes 1,967 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: 21,970 of these options are service options that are exercisable.

F4: 98,933 of these options are performance options that vest as follows: 25% of these options vest if the closing price of a share of the Company's common stock exceeds $25.00 for twenty (20) consecutive trading days; 25% of these options vest if the closing price of a share of the Company's common stock exceeds $30.00 for twenty (20) consecutive trading days; and 25% of these options vest if the closing price of a share of the Company's common stock exceeds $35.00 for twenty (20) consecutive trading days.

F5: 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.

F6: 13,500 of these options are service options that are exercisable. 7,750 of these service options become exercisable on 8/6/2014.