OPENLANE, Inc. — Director's Dealing 2014

Feb 25, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KAR Auction Services, Inc. (KAR)
CIK: 0001395942
Period of Report: 2014-02-24

Reporting Person: Caruso Thomas J. (Chief Client Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-24	Common Stock	M	5000	$13.46	Acquired	5000	Direct
2014-02-24	Common Stock	S	5000	$29.27	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-24	Employee Stock Option (right to buy)	$13.46	M	5000	Disposed	2020-03-01	Common Stock (5000.0)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (right to buy)	$10.0	2017-08-20	Common Stock (105880.0)	105880	Direct
Employee Stock Option (right to buy)	$16.677	2018-08-19	Common Stock (54800.0)	54800	Direct
Employee Stock Option (right to buy)	$14.44	2021-02-25	Common Stock (100000.0)	100000	Direct

Footnotes

F1: 3,970 of these service options are currently exercisable.

F2: 35,955 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.

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 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.

F6: 11,195 of these options are service options that become exercisable on 3/1/2014.

F7: 33,585 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.

F8: 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.