OPENLANE, Inc. — Director's Dealing 2014

Mar 3, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KAR Auction Services, Inc. (KAR)
CIK: 0001395942
Period of Report: 2014-02-27

Reporting Person: POLAK REBECCA C. (EVP, Gen. Counsel & Secretary)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-27	Employee Stock Option (right to buy)	$30.89	A	34996	Acquired	2024-02-27	Common Stock (34996.0)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (right to buy)	$10.0	2019-05-06	Common Stock (176720.0)	176720	Direct

Footnotes

F1: 44,180 of these options are service options that are currently exercisable.

F2: 66,270 of these performance options are currently exercisable. 33,135 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 33,135 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: These options are service options that vest based upon the passage of time and the reporting person's continued service with the Company. These options will vest as follows: 25% of these options become exercisable on 2/27/2015, 25% of these options become exercisable on 2/27/2016, 25% of these options become exercisable on 2/27/2017, and the remaining 25% of these options become exercisable on 2/27/2018.