OPENLANE, Inc. — Director's Dealing 2013

Sep 26, 2013

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: Vignes David (EVP of Enterprise Optimization)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-09-24	Common Stock	S	453	$26.625	Disposed	922	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5000	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (right to buy)	$10.0	2017-08-20	Common Stock (59355.0)	59355	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 (89560.0)	89560	Direct
Employee Stock Option (right to buy)	$18.8	2021-05-05	Common Stock (50000.0)	50000	Direct

Footnotes

F1: Reflects sales of shares of common stock KAR Auction Services, Inc. (the "Company") in a secondary offering by KAR Holdings II, LLC that closed on September 24, 2013.

F2: Includes 922 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: 19,785 of these performance options are currently exercisable. 19,785 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 19,785 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.

F4: 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.

F5: 13,700 of these options are service options that are currently exercisable.

F6: 20,550 of these options are performance options that 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 a share of the Company's common stock exceeds $35.00 for twenty (20) consecutive trading days.

F7: 16,792 of these options are service options that are currently exercisable. 5,598 become exercisable on 3/1/2014.

F8: 33,585 of these options are performance options that are currently exercisable. 16,792 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 16,793 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.

F9: 25,000 of these options are service options that are currently exercisable. 12,500 of these options become exercisable on 5/5/2014 and 12,500 become exercisable on 5/5/2015.