OPENLANE, Inc. — Director's Dealing 2013

Nov 15, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KAR Auction Services, Inc. (KAR)
CIK: 0001395942
Period of Report: 2013-11-13

Reporting Person: Vignes David (EVP of Enterprise Optimization)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-11-13	Common Stock	S	922	$27.14	Disposed	0	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 of KAR Auction Services, Inc. (the "Company") in a secondary offering by KAR Holdings II, LLC ("KAR LLC") that closed on November 13, 2013.

F2: 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.

F3: 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.

F4: 13,700 of these options are service options that are currently exercisable.

F5: 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.

F6: 16,792 of these options are service options that are currently exercisable. 5,598 become exercisable on 3/1/2014.

F7: 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.

F8: 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.