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OPENLANE, Inc. — Director's Dealing 2013
Sep 26, 2013
31385_dirs_2013-09-26_a475c9a1-74af-4654-8e32-198be6429d7e.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: KAR Auction Services, Inc. (KAR)
CIK: 0001395942
Period of Report: 2013-09-24
Reporting Person: Caruso Thomas J. (President & CEO of ADESA)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2013-09-24 | Common Stock | S | 648 | $26.625 | Disposed | 1319 | Indirect |
Holdings (Derivative)
| Security | Exercise Price | Expiration | Underlying | Shares | Ownership |
|---|---|---|---|---|---|
| Employee Stock Option (right to buy) | $10.0 | 2017-08-20 | Common Stock (175880.0) | 175880 | Direct |
| Employee Stock Option (right to buy) | $16.677 | 2018-08-19 | Common Stock (54800.0) | 54800 | Direct |
| Employee Stock Option (right to buy) | $13.46 | 2020-03-01 | Common Stock (179120.0) | 179120 | Direct |
| Employee Stock Option (right to buy) | $14.44 | 2021-02-25 | Common Stock (100000.0) | 100000 | 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 September 24, 2013.
F2: Includes 1,319 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 service options are currently exercisable.
F4: 65,955 of these performance options are currently exercisable. 32,977 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 32,978 of these options vest if the closing price 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: 13,700 of these options are service options that are currently exercisable.
F7: 20,550 of these performance options are currently exercisable. 10,275 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 10,275 of these options vest if the closing price of the Company's common stock exceeds $35.00 for twenty (20) consecutive trading days.
F8: 33,585 of these options are service options that are currently exercisable. 11,195 of these service options become exercisable on 3/1/2014.
F9: 67,170 of these performance options are currently exercisable. 33,585 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 33,585 of these options vest if the closing price of the Company's common stock exceeds $35.00 for twenty (20) consecutive trading days.
F10: 50,000 of these service options are currently exercisable. 25,000 of these options become exercisable on 2/25/2014 and 25,000 of these options become exercisable on 2/25/2015.